<PAGE>

     As filed with the Securities and Exchange Commission on April 26, 2001

                                                           Registration No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          -----------------------

                           KINDRED HEALTHCARE, INC.
            (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                        <C>
        Delaware                                                            61-1323993
(State or Other Jurisdiction of                                (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>

                            680 South Fourth Street
                           Louisville, KY 40202-2412
             (Address of Registrant's Principal Executive Offices)

                         Vencor 2000 Stock Option Plan
                         Vencor Restricted Share Plan
                           (Full Title of the Plans)

                             -------------------

                           M. Suzanne Reidman, Esq.
                   Senior Vice President and General Counsel
                           Kindred Healthcare, Inc.
                            680 South Fourth Street
                           Louisville, KY 40202-2412
                                (502) 596-7300
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                             -------------------
                     with copies of all correspondence to:

                             Arthur H. Kohn, Esq.
                      Cleary, Gottlieb, Steen & Hamilton
                               One Liberty Plaza
                              New York, NY  10006
                                (212) 225-2466

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                              Proposed       Proposed
                                                                                              Maximum        Maximum
                                                                                              Offering      Aggregate   Amount of
                           Title Of Securities                           Amount To Be         Price Per     Offering  Registration
Name Of Plan                 To Be Registered                             Registered          Share (1)      Price (1)    Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                             <C>                      <C>         <C>          <C>
Vencor 2000 Stock     Common Stock of Kindred Healthcare, Inc., par    600,000 Shares(2)        $29.33     $17,598,000  $4,399.50
 Option Plan          value $0.25 per share (the "Shares")
-----------------------------------------------------------------------------------------------------------------------------------
Vencor Restricted     Common Stock of Kindred Healthcare, Inc., par    600,000 Shares(2)        $29.33     $17,598,000  $4,399.50
 Share Plan           value $0.25 per share (the "Shares")
-----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
    as amended (the "Securities Act"), on the basis of the estimated equity value of $439.9 million of Kindred Healthcare, Inc.
    contained in its plan of reorganization.

(2) Together with an indeterminate number of Shares that may be necessary to adjust the number of Shares reserved for issuance
    pursuant to the Vencor 2000 Stock Option Plan and the Vencor Restricted Share Plan as the result of a stock split, stock
    dividend or similar adjustment of outstanding Shares.
====================================================================================================================================
</TABLE>
<PAGE>

                                    Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which previously have been filed by Kindred
Healthcare, Inc. (the "Registrant") (formerly named Vencor, Inc.), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:

     (i)    The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed with the Commission on March 20, 2001;

     (ii)   The Registrant's Current Reports on Form 8-K, filed with the
Commission on March 19, 2001, and January 18, 2001;

     (iii)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 2000; and

     (iv)   The description of the Shares contained in the Registrant's
Registration Statement on Form 8-A filed April 20, 2001.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which amendment indicates that all securities offered
hereunder have been sold or deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law ("GCL") permits a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.   The indemnity may include expenses
(including attorneys' fees), judgments, fines and

                                     II-2
<PAGE>

amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in the manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
the person's conduct was unlawful. A Delaware corporation may indemnify such
persons in actions brought by or in the right of the corporation to procure a
judgment in its favor under the same conditions except that no indemnification
is permitted in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless and to the extent the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or other such court deems
proper. To the extent that a present or former director or officer has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. Corporations, under
certain circumstances, may pay expenses incurred by an officer or director in
advance of the final disposition of an action for which indemnification may be
permitted or required. Indemnification and advancement of expenses provided for
or granted pursuant to Section 145 are not exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 further provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by statute.

     The Registrant's Amended and Restated Certificate of Incorporation provides
that the Registrant shall, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, indemnify all persons whom it may indemnify
pursuant thereto, provided that such indemnification shall be limited to the
following persons: (i) officers and directors who were, as of September 13,
1999, employed by or serving as directors to the Registrant, and (ii) agents and
employees who were no longer employed by the Registrant as of September 13,
1999, other than such agents and employees who were officers and directors of
the Registrant prior to September 13, 1999 (the "Indemnified Persons").  The
indemnification provided under the Amended and Restated Certificate of
Incorporation shall not be deemed exclusive of any other rights to
indemnification provided under the Registrant's Amended and Restated By-laws.

     The Registrant's Amended and Restated By-laws provide that the Registrant
shall indemnify to the full extent permitted by law any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that such person or such person's testator or intestate representative is
or was a director, officer or employee of the Registrant or serves or served at
the request of the Registrant or any other enterprise (including any
corporation, partnership, limited liability company, joint venture, trust or
employee benefit plan) as director, officer, member or employee (including
services rendered with respect to any employee benefit plan), provided that such
indemnification shall be limited to the Indemnified Persons.  Expenses,
including attorneys' fees, incurred by any such Indemnified Person in defending
any such Proceeding shall be paid or reimbursed by the Registrant upon receipt
by the Registrant of an undertaking of such Indemnified Person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Registrant.  For purposes of this indemnification
provision of the Registrant's Amended and Restated By-laws, the "Registrant"
shall include any predecessor of the Registrant and any constituent corporation
(including any constituent of a constituent) absorbed by the Registrant in a
consolidation or merger.

     The rights to indemnification and the payment of expenses provided under
the Registrant's Amended and Restated By-laws shall be enforceable against the
Registrant by an Indemnified Person who shall be presumed to have relied upon it
in serving or continuing to serve as a director, officer or employee of the
Registrant.  Such rights shall not be deemed exclusive of any other rights to
which those


                                     II-3
<PAGE>

seeking indemnification or payment of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office. The rights to indemnification and payment of
expenses shall continue after the Indemnified Person has ceased to be a
director, officer or employee of the Registrant and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.

     The Registrant currently has in effect directors' and officers' liability
insurance policies.  These policies cover any negligent act, error or omission
of a director or officer, subject to certain exclusions.  The limit of liability
under these policies is $40 million in the aggregate annually for coverages in
excess of deductibles.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

     4.1  Vencor 2000 Stock Option Plan

     4.2  Vencor Restricted Share Plan

     4.3  Amended and Restated Certificate of Incorporation of Kindred
          Healthcare, Inc. (incorporated by reference to Exhibit 3.1 to the
          Registrant's Registration Statement on Form 8-A filed April 20, 2001)

     4.4  Amended and Restated By-Laws of Kindred Healthcare, Inc. (incorporated
          by reference to Exhibit 3.2 to the Registrant's Registration Statement
          on Form 8-A filed April 20, 2001)

     5.1  Opinion of M. Suzanne Reidman as to the validity of the securities
          being registered

     23.1  Consent of PricewaterhouseCoopers LLP

     23.2  Consent of Ernst & Young LLP

     23.3  Consent of M. Suzanne Reidman (included in Exhibit 5.1)

     24.1  Power of Attorney (included on signature page)

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

             (i)  To include any prospectus required by Section 10(a)(3)
             of the Securities Act;

                                     II-4
<PAGE>

               (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          Section 13 or 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

          (2)     That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          (3)     To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Exchange Act (and, where applicable, each filing of the employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                     II-5
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Kentucky, on the 26th day of April, 2001.


                                        KINDRED HEALTHCARE, INC.



                                         /s/ Richard A. Lechleiter
                                       -----------------------------
                                       By:   Richard A. Lechleiter
                                             Vice President, Finance
                                             Corporate Controller and
                                             Treasurer

                                     II-6
<PAGE>

                               POWER OF ATTORNEY

          Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Richard A. Schweinhart and Richard A.
Lechleiter, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as full to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by each of the following persons in the capacities
indicated, on the 26th day of April, 2001.


<TABLE>
<CAPTION>
               Signature                                              Title
               ---------                                              -----
<S>                                                  <C>

          /s/ Edward L. Kuntz
----------------------------------------
              Edward L. Kuntz            Chairman of the Board, Chief Executive Officer and President
                                                          (Principal Executive Officer)

          /s/ Jeff Altman
----------------------------------------
              Jeff Altman                                            Director

         /s/ James Bolin
----------------------------------------
             James Bolin                                             Director

         /s/ Garry N. Garrison
----------------------------------------
             Garry N. Garrison                                       Director

         /s/ Isaac Kaufman
----------------------------------------
             Isaac Kaufman                                           Director

         /s/ John H. Klein
----------------------------------------
             John H. Klein                                           Director

         /s/ David Tepper
----------------------------------------
             David Tepper                                            Director

/s/ Richard A. Schweinhart
----------------------------------------
Richard A. Schweinhart                          Senior Vice President and Chief Financial Officer
                                                          (Principal Financial Officer)

/s/ Richard A. Lechleiter
----------------------------------------
Richard A. Lechleiter                      Vice President, Finance, Corporate Controller and Treasurer
                                                          (Principal Accounting Officer)
</TABLE>


                                     II-7
<PAGE>

<TABLE>
<CAPTION>
                                               EXHIBIT INDEX
                                              --------------
Exhibit
No.     Description                             Method of Filing                          Page
----    -----------                             ----------------                          ----
<S>    <C>                                    <C>
 4.1    Vencor 2000 Stock Option Plan           Filed herewith                             9

 4.2    Vencor Restricted Share Plan            Filed herewith                             23

 4.3    Amended and Restated Certificate of     Incorporated by reference to               --
        Incorporation of Kindred Healthcare,    Exhibit 3.1 to the
        Inc.                                    Registrant's Registration
                                                Statement on Form 8-A filed
                                                April 20, 2001

4.4     Amended and Restated By-Laws of         Incorporated by reference to               --
        Kindred Healthcare, Inc.                Exhibit 3.2 to the
                                                Registrant's Registration
                                                Statement on Form 8-A filed
                                                April 20, 2001

5.1     Opinion of M. Suzanne Reidman as to     Filed herewith                             32
        the validity of the securities being
        registered

23.1    Consent of PricewaterhouseCoopers LLP   Filed herewith                             33

23.2    Consent of Ernst & Young LLP            Filed herewith                             34

23.3    Consent of M. Suzanne Reidman           Included in Exhibit 5.1                    --

24.1    Power of Attorney                       Included on signature page                 --
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24772}]
{"company-data": {"conformed-name": "VENCOR INC /NEW/", "cik": "0001060009", "assigned-sic": "8050", "irs-number": "611323993", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59598", "film-number": "1612060"}, "business-address": {"street1": "ONE VENCOR PLACE", "street2": "680 S FOURTH ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025967300"}, "mail-address": {"street1": "3300 AEGON CENTER", "street2": "400 WEST MARKET ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}, "former-company": {"former-conformed-name": "VENCOR HEALTHCARE INC /DE/", "date-changed": "19991124"}}
As filed with the Securities and Exchange Commission on April 26, 2001

                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          -----------------------

                           KINDRED HEALTHCARE, INC.
            (Exact Name of Registrant as Specified in Its Charter)
Delaware                                                            61-1323993
(State or Other Jurisdiction of                                (I.R.S. Employer Identification Number)
Incorporation or Organization)
680 South Fourth Street
                           Louisville, KY 40202-2412
             (Address of Registrant's Principal Executive Offices)

                         Vencor 2000 Stock Option Plan
                         Vencor Restricted Share Plan
                           (Full Title of the Plans)

                             -------------------

                           M. Suzanne Reidman, Esq.
                   Senior Vice President and General Counsel
                           Kindred Healthcare, Inc.
                            680 South Fourth Street
                           Louisville, KY 40202-2412
                                (502) 596-7300
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                             -------------------
                     with copies of all correspondence to:

                             Arthur H. Kohn, Esq.
                      Cleary, Gottlieb, Steen & Hamilton
                               One Liberty Plaza
                              New York, NY  10006
                                (212) 225-2466

                        CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                                                                                              Maximum        Maximum
                                                                                              Offering      Aggregate   Amount of
                           Title Of Securities                           Amount To Be         Price Per     Offering  Registration
Name Of Plan                 To Be Registered                             Registered          Share (1)      Price (1)    Fee
-----------------------------------------------------------------------------------------------------------------------------------
Vencor 2000 Stock     Common Stock of Kindred Healthcare, Inc., par    600,000 Shares(2)        $29.33     $17,598,000  $4,399.50
 Option Plan          value $0.25 per share (the "Shares")
-----------------------------------------------------------------------------------------------------------------------------------
Vencor Restricted     Common Stock of Kindred Healthcare, Inc., par    600,000 Shares(2)        $29.33     $17,598,000  $4,399.50
 Share Plan           value $0.25 per share (the "Shares")
-----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
    as amended (the "Securities Act"), on the basis of the estimated equity value of $439.9 million of Kindred Healthcare, Inc.
    contained in its plan of reorganization.

(2) Together with an indeterminate number of Shares that may be necessary to adjust the number of Shares reserved for issuance
    pursuant to the Vencor 2000 Stock Option Plan and the Vencor Restricted Share Plan as the result of a stock split, stock
    dividend or similar adjustment of outstanding Shares.
====================================================================================================================================
Part II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which previously have been filed by Kindred
Healthcare, Inc. (the "Registrant") (formerly named Vencor, Inc.), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:

     (i)    The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed with the Commission on March 20, 2001;

     (ii)   The Registrant's Current Reports on Form 8-K, filed with the
Commission on March 19, 2001, and January 18, 2001;

     (iii)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 2000; and

     (iv)   The description of the Shares contained in the Registrant's
Registration Statement on Form 8-A filed April 20, 2001.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which amendment indicates that all securities offered
hereunder have been sold or deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law ("GCL") permits a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.   The indemnity may include expenses
(including attorneys' fees), judgments, fines and

                                     II-2
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in the manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
the person's conduct was unlawful. A Delaware corporation may indemnify such
persons in actions brought by or in the right of the corporation to procure a
judgment in its favor under the same conditions except that no indemnification
is permitted in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless and to the extent the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought determines upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or other such court deems
proper. To the extent that a present or former director or officer has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. Corporations, under
certain circumstances, may pay expenses incurred by an officer or director in
advance of the final disposition of an action for which indemnification may be
permitted or required. Indemnification and advancement of expenses provided for
or granted pursuant to Section 145 are not exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 further provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by statute.

     The Registrant's Amended and Restated Certificate of Incorporation provides
that the Registrant shall, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, indemnify all persons whom it may indemnify
pursuant thereto, provided that such indemnification shall be limited to the
following persons: (i) officers and directors who were, as of September 13,
1999, employed by or serving as directors to the Registrant, and (ii) agents and
employees who were no longer employed by the Registrant as of September 13,
1999, other than such agents and employees who were officers and directors of
the Registrant prior to September 13, 1999 (the "Indemnified Persons").  The
indemnification provided under the Amended and Restated Certificate of
Incorporation shall not be deemed exclusive of any other rights to
indemnification provided under the Registrant's Amended and Restated By-laws.

     The Registrant's Amended and Restated By-laws provide that the Registrant
shall indemnify to the full extent permitted by law any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that such person or such person's testator or intestate representative is
or was a director, officer or employee of the Registrant or serves or served at
the request of the Registrant or any other enterprise (including any
corporation, partnership, limited liability company, joint venture, trust or
employee benefit plan) as director, officer, member or employee (including
services rendered with respect to any employee benefit plan), provided that such
indemnification shall be limited to the Indemnified Persons.  Expenses,
including attorneys' fees, incurred by any such Indemnified Person in defending
any such Proceeding shall be paid or reimbursed by the Registrant upon receipt
by the Registrant of an undertaking of such Indemnified Person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Registrant.  For purposes of this indemnification
provision of the Registrant's Amended and Restated By-laws, the "Registrant"
shall include any predecessor of the Registrant and any constituent corporation
(including any constituent of a constituent) absorbed by the Registrant in a
consolidation or merger.

     The rights to indemnification and the payment of expenses provided under
the Registrant's Amended and Restated By-laws shall be enforceable against the
Registrant by an Indemnified Person who shall be presumed to have relied upon it
in serving or continuing to serve as a director, officer or employee of the
Registrant.  Such rights shall not be deemed exclusive of any other rights to
which those

                                     II-3
seeking indemnification or payment of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office. The rights to indemnification and payment of
expenses shall continue after the Indemnified Person has ceased to be a
director, officer or employee of the Registrant and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.

     The Registrant currently has in effect directors' and officers' liability
insurance policies.  These policies cover any negligent act, error or omission
of a director or officer, subject to certain exclusions.  The limit of liability
under these policies is $40 million in the aggregate annually for coverages in
excess of deductibles.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

     4.1  Vencor 2000 Stock Option Plan

     4.2  Vencor Restricted Share Plan

     4.3  Amended and Restated Certificate of Incorporation of Kindred
          Healthcare, Inc. (incorporated by reference to Exhibit 3.1 to the
          Registrant's Registration Statement on Form 8-A filed April 20, 2001)

     4.4  Amended and Restated By-Laws of Kindred Healthcare, Inc. (incorporated
          by reference to Exhibit 3.2 to the Registrant's Registration Statement
          on Form 8-A filed April 20, 2001)

     5.1  Opinion of M. Suzanne Reidman as to the validity of the securities
          being registered

     23.1  Consent of PricewaterhouseCoopers LLP

     23.2  Consent of Ernst & Young LLP

     23.3  Consent of M. Suzanne Reidman (included in Exhibit 5.1)

     24.1  Power of Attorney (included on signature page)

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

             (i)  To include any prospectus required by Section 10(a)(3)
             of the Securities Act;

                                     II-4
(ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          Section 13 or 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

          (2)     That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          (3)     To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Exchange Act (and, where applicable, each filing of the employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                     II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Kentucky, on the 26th day of April, 2001.

                                        KINDRED HEALTHCARE, INC.

                                         /s/ Richard A. Lechleiter
                                       -----------------------------
                                       By:   Richard A. Lechleiter
                                             Vice President, Finance
                                             Corporate Controller and
                                             Treasurer

                                     II-6
POWER OF ATTORNEY

          Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Richard A. Schweinhart and Richard A.
Lechleiter, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as full to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by each of the following persons in the capacities
indicated, on the 26th day of April, 2001.
Signature                                              Title
               ---------                                              -----
/s/ Edward L. Kuntz
----------------------------------------
              Edward L. Kuntz            Chairman of the Board, Chief Executive Officer and President
                                                          (Principal Executive Officer)

          /s/ Jeff Altman
----------------------------------------
              Jeff Altman                                            Director

         /s/ James Bolin
----------------------------------------
             James Bolin                                             Director

         /s/ Garry N. Garrison
----------------------------------------
             Garry N. Garrison                                       Director

         /s/ Isaac Kaufman
----------------------------------------
             Isaac Kaufman                                           Director

         /s/ John H. Klein
----------------------------------------
             John H. Klein                                           Director

         /s/ David Tepper
----------------------------------------
             David Tepper                                            Director

/s/ Richard A. Schweinhart
----------------------------------------
Richard A. Schweinhart                          Senior Vice President and Chief Financial Officer
                                                          (Principal Financial Officer)

/s/ Richard A. Lechleiter
----------------------------------------
Richard A. Lechleiter                      Vice President, Finance, Corporate Controller and Treasurer
                                                          (Principal Accounting Officer)
II-7
EXHIBIT INDEX
                                              --------------
Exhibit
No.     Description                             Method of Filing                          Page
----    -----------                             ----------------                          ----
4.1    Vencor 2000 Stock Option Plan           Filed herewith                             9

 4.2    Vencor Restricted Share Plan            Filed herewith                             23

 4.3    Amended and Restated Certificate of     Incorporated by reference to               --
        Incorporation of Kindred Healthcare,    Exhibit 3.1 to the
        Inc.                                    Registrant's Registration
                                                Statement on Form 8-A filed
                                                April 20, 2001

4.4     Amended and Restated By-Laws of         Incorporated by reference to               --
        Kindred Healthcare, Inc.                Exhibit 3.2 to the
                                                Registrant's Registration
                                                Statement on Form 8-A filed
                                                April 20, 2001

5.1     Opinion of M. Suzanne Reidman as to     Filed herewith                             32
        the validity of the securities being
        registered

23.1    Consent of PricewaterhouseCoopers LLP   Filed herewith                             33

23.2    Consent of Ernst & Young LLP            Filed herewith                             34

23.3    Consent of M. Suzanne Reidman           Included in Exhibit 5.1                    --

24.1    Power of Attorney                       Included on signature page                 --