As filed with the Securities and Exchange Commission on April 29, 1998
                                         Registration Statement No. 333-________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             VENCOR HEALTHCARE, INC.
         (which will change its name to Vencor, Inc. immediately prior
                    to the distribution referred to herein)
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     61-1323993
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)           

                             400 WEST MARKET STREET
                           LOUISVILLE, KENTUCKY 40202
                    (Address of Principal Executive Offices)

                 VENCOR HEALTHCARE, INC. RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                  JILL L. FORCE
                     Senior Vice President, General Counsel
                             and Assistant Secretary
                                  Vencor, Inc.
                             400 West Market Street
                           Louisville, Kentucky 40202
                     (Name and address of agent for service)
                                 (502) 596-7300
                     (Telephone number, including area code,
                              of agent for service)
                                   ----------


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                       Proposed             Proposed maximum
  Title of Securities       Amount to be           maximum offering        aggregate offering         Amount of
   to be registered          registered           price per share(1)             price(1)           registration fee
-------------------------   -----------------    -------------------       ------------------       ----------------
<S>                         <C>                        <C>                   <C>                       <C>
Common Stock, par           1,500,000 shares           $13.29                $19,935,000.00            $5,880.83
value $0.25 per
share


<FN>
(1) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, the
proposed maximum offering price per share, the proposed maximum aggregate
offering price and the amount of the registration fee have been computed on the
basis of book value per share.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Vencor Healthcare, Inc.
Retirement Savings Plan described herein.
</FN>
</TABLE>


<PAGE>


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following document filed by Vencor Healthcare, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") is hereby by
reference incorporated into this Registration Statement:

         The Registration Statement on Form 10, as amended, filed by the
Registrant pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
(File No. 001-14057).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the filing date of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jill L. Force is Senior Vice President, General Counsel and Assistant
Secretary of the Company. Jill L. Force will own beneficially approximately
83,392 shares of the Company's common stock, par value $.25 per share, after the
distribution of Company Common Stock by Vencor, Inc., a Delaware corporation
("Vencor") and parent of the Company, to stockholders of Vencor expected to
occur on or about May 1, 1998, based on her share ownership of Vencor, Inc.
common stock on April 29, 1998.

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 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



                                        2

<PAGE>



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 Company's Restated Certificate of Incorporation, in the form that
will be in effect as of April 30, 1998 and is filed as Exhibit 3.1 to this
Registration Statement, will provide that each person who is or was or has
agreed to become a director or officer of the Company, or each such person who
is or was serving or has agreed to serve at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, will be indemnified by the Company, in
accordance with the Company's Restated By-laws in the form that will be in
effect on April 30, 1998 and is filed as Exhibitt 3.2 to this Registration
Statement, to the fullest extent permitted from time to time by the GCL, as the
same exists or may hereafter be amended or any other applicable laws as
presently or hereafter in effect. The Company may be required to indemnify any
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors or is a proceeding to enforce
such person's claim to indemnification pursuant to the rights granted by the
Company's Restated Certificate of Incorporation or otherwise by the Company. In
addition, the Company may enter into one or more agreements with any person
providing for indemnification greater than or different from that provided in
the Company's Certificate of Incorporation.

         The Company's Restated By-laws will provide that each person who was or
is made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director, officer, or
employee of the Company or any such person who is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, will be
indemnified and held harmless by the Company to the fullest extent authorized by
the GCL as the same exists or may in the future be amended against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid or to be paid in settlement)



                                        3

<PAGE>



reasonably incurred or suffered by such person in connection therewith;
provided, however, except as described in the next paragraph with respect to
Proceedings to enforce rights to indemnification, the Company will indemnify any
such person seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or part thereof) was
authorized by the Company's Board of Directors.

         Pursuant to the Company's Restated By-laws, if a claim is not paid in
full by the Company within 30 days after a written claim has been received by
the Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim and, if successful in whole or
in part, the claimant will also be entitled to be paid the expense of
prosecuting such claim. The Company's Restated By-laws will provide that it will
be a defense to any such action (other than an action brought to enforce a claim
for expenses) incurred in defending any Proceeding in advance of its final
disposition where the required makes it permissible under the GCL for the
Company to indemnify the claimant for the amount claimed, but the burden of
providing such defense will be on the Company.

         The Company's Restated By-laws will provide that the right to
indemnification conferred therein is a contract right and includes the right to
be paid by the Company the expenses incurred in defending any Proceeding in
advance of its final disposition, subject to certain exceptions and conditions.

         The Company's Restated By-laws will provide that the right to
indemnification and the payment of expenses incurred in defending a Proceeding
in advance of its final disposition conferred in the Company's By-laws will not
be exclusive of any other right which any person may have or may in the future
acquire under any statute, provision of the Company's Restated Certificate of
Incorporation, the Company's Restated By-laws, agreement, vote of stockholders
or disinterested directors or otherwise. The Company currently has in effect
officers and directors 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 as part of this Registration
Statement:

         3.1      Form of Restated Certificate of Incorporation of the Company.
                  Exhibit 3.1 to the Company's Registration Statement on Form 10
                  (Comm. File No. 001-14057) is hereby incorporated by
                  reference.

         3.2      Form of Restated Bylaws of the Company. Exhibit 3.2 to the
                  Company's Registration Statement on Form 10 (Comm. File No.
                  001-14057) is hereby incorporated by reference.

         5.1      Opinion of Jill L. Force.

        23.1      Consent of Ernst & Young L.L.P.



                                        4

<PAGE>



        23.2     Consent of Jill L. Force (included in Exhibit 5.1).

        24.0     Power of Attorney (Included on signature page of Registration
                 Statement on Form S-8).

         In reference to Exhibit 5.1, the Company undertakes that it will submit
the Vencor Healthcare, Inc. Retirement Savings Plan to the Internal Revenue
Service in order to qualify the Plan under Section 401 of the Internal Revenue
Code.

ITEM 9.  UNDERTAKINGS.

         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 of 1933;

                 (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
                           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) of this Item 9 do not apply if the
                           information required to be included in the
                           post-effective amendment by those paragraphs is
                           contained in period reports filed by the Company
                           pursuant to Section 13 or Section 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.

         (4) The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Company's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) 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.

         (5) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing



                                        5

<PAGE>



         provisions, or otherwise, the Company has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In any event that a claim for indemnification against
         such liabilities (other than the payment by the Company of expenses
         incurred or paid by a director, officer or controlling person of the
         Company 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 Company 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 Act and will be governed by the final adjudication of
         such issue.

























                                        6

<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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, Commonwealth of Kentucky, on April 29,
1998.

                                      VENCOR HEALTHCARE, INC.



                                      By:   /s/ W. BRUCE LUNSFORD
                                           -------------------------------------
                                              W. Bruce Lunsford
                                               Chairman of the Board,
                                               President and Chief Executive
                                                 Officer








<PAGE>



                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS W. BRUCE LUNSFORD, W. EARL
REED, III AND JILL L. FORCE, AND EACH OF THEM WITH FULL POWER TO ACT WITHOUT THE
OTHER, HIS OR HER TRUE AND LAWFUL ATTORNEY-IN- FACT AND AGENT, WITH FULL POWER
OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE
AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS OR
POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME,
WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN REGULATORY AUTHORITY, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT
EACH SUCH ATTORNEY-IN-FACT AND AGENT, OR HIS OR HER SUBSTITUTE, MAY LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the date indicated.


<TABLE>
<CAPTION>
Name and Signature                                    Title                                 Date

<S>                                           <C>                                            <C> 
 /s/ MICHARL R. BARR
-------------------------------------         Chief Operating Officer, Executive             April 29, 1998
Michael R. Barr                               Vice-President and Director


 /s/ W. BRUCE LUNSFORD
-------------------------------------         Chairman of the Board, President,              April 29, 1998
W. Bruce Lunsford                             Chief Executive Office (Principal
                                              Executive Officer) and Director


 /s/ RICHARD A. LECHLEITER
-------------------------------------         Vice President, Finance and Corporate          April 29, 1998
Richard A. Lechleiter                         Controller (Principal Accounting
                                              Officer)


 /s/ W. EARL REED, III
-------------------------------------         Executive Vice President, Chief                April 29, 1998
W. Earl Reed, III                             Financial Officer (Principal Financial
                                              Officer) and Director
</TABLE>







<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the persons charged with administering the plan have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Louisville, Commonwealth of Kentucky, on April
29, 1998

                                             VENCOR HEALTHCARE, INC.
                                             RETIREMENT SAVINGS PLAN



                                             By:  /s/ CECELIA A. HAGAN
                                                -------------------------------
                                                Cecelia A. Hagen
                                                Chairperson of the Retirement
                                                Committee
[{"type": "S-8", "sequence": "1", "description": "1998 RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 23546}]
{"company-data": {"conformed-name": "VENCOR HEALTHCARE INC", "cik": "0001060009", "assigned-sic": "8060", "irs-number": "611323993", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51359", "film-number": "98604681"}, "business-address": {"street1": "3300 AEGON CENTER", "street2": "400 WEST MARKET ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}, "mail-address": {"street1": "3300 AEGON CENTER", "street2": "400 WEST MARKET ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}}
As filed with the Securities and Exchange Commission on April 29, 1998
                                         Registration Statement No. 333-________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             VENCOR HEALTHCARE, INC.
         (which will change its name to Vencor, Inc. immediately prior
                    to the distribution referred to herein)
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     61-1323993
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)           

                             400 WEST MARKET STREET
                           LOUISVILLE, KENTUCKY 40202
                    (Address of Principal Executive Offices)

                 VENCOR HEALTHCARE, INC. RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                  JILL L. FORCE
                     Senior Vice President, General Counsel
                             and Assistant Secretary
                                  Vencor, Inc.
                             400 West Market Street
                           Louisville, Kentucky 40202
                     (Name and address of agent for service)
                                 (502) 596-7300
                     (Telephone number, including area code,
                              of agent for service)
                                   ----------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                       Proposed             Proposed maximum
  Title of Securities       Amount to be           maximum offering        aggregate offering         Amount of
   to be registered          registered           price per share(1)             price(1)           registration fee
-------------------------   -----------------    -------------------       ------------------       ----------------
Common Stock, par           1,500,000 shares           $13.29                $19,935,000.00            $5,880.83
value $0.25 per
share
(1) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, the
proposed maximum offering price per share, the proposed maximum aggregate
offering price and the amount of the registration fee have been computed on the
basis of book value per share.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the Vencor Healthcare, Inc.
Retirement Savings Plan described herein.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following document filed by Vencor Healthcare, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") is hereby by
reference incorporated into this Registration Statement:

         The Registration Statement on Form 10, as amended, filed by the
Registrant pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
(File No. 001-14057).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the filing date of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jill L. Force is Senior Vice President, General Counsel and Assistant
Secretary of the Company. Jill L. Force will own beneficially approximately
83,392 shares of the Company's common stock, par value $.25 per share, after the
distribution of Company Common Stock by Vencor, Inc., a Delaware corporation
("Vencor") and parent of the Company, to stockholders of Vencor expected to
occur on or about May 1, 1998, based on her share ownership of Vencor, Inc.
common stock on April 29, 1998.

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 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

                                        2
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 Company's Restated Certificate of Incorporation, in the form that
will be in effect as of April 30, 1998 and is filed as Exhibit 3.1 to this
Registration Statement, will provide that each person who is or was or has
agreed to become a director or officer of the Company, or each such person who
is or was serving or has agreed to serve at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, will be indemnified by the Company, in
accordance with the Company's Restated By-laws in the form that will be in
effect on April 30, 1998 and is filed as Exhibitt 3.2 to this Registration
Statement, to the fullest extent permitted from time to time by the GCL, as the
same exists or may hereafter be amended or any other applicable laws as
presently or hereafter in effect. The Company may be required to indemnify any
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Company's Board of Directors or is a proceeding to enforce
such person's claim to indemnification pursuant to the rights granted by the
Company's Restated Certificate of Incorporation or otherwise by the Company. In
addition, the Company may enter into one or more agreements with any person
providing for indemnification greater than or different from that provided in
the Company's Certificate of Incorporation.

         The Company's Restated By-laws will provide that each person who was or
is made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director, officer, or
employee of the Company or any such person who is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer or employee or in
any other capacity while serving as a director, officer or employee, will be
indemnified and held harmless by the Company to the fullest extent authorized by
the GCL as the same exists or may in the future be amended against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid or to be paid in settlement)

                                        3
reasonably incurred or suffered by such person in connection therewith;
provided, however, except as described in the next paragraph with respect to
Proceedings to enforce rights to indemnification, the Company will indemnify any
such person seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or part thereof) was
authorized by the Company's Board of Directors.

         Pursuant to the Company's Restated By-laws, if a claim is not paid in
full by the Company within 30 days after a written claim has been received by
the Company, the claimant may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim and, if successful in whole or
in part, the claimant will also be entitled to be paid the expense of
prosecuting such claim. The Company's Restated By-laws will provide that it will
be a defense to any such action (other than an action brought to enforce a claim
for expenses) incurred in defending any Proceeding in advance of its final
disposition where the required makes it permissible under the GCL for the
Company to indemnify the claimant for the amount claimed, but the burden of
providing such defense will be on the Company.

         The Company's Restated By-laws will provide that the right to
indemnification conferred therein is a contract right and includes the right to
be paid by the Company the expenses incurred in defending any Proceeding in
advance of its final disposition, subject to certain exceptions and conditions.

         The Company's Restated By-laws will provide that the right to
indemnification and the payment of expenses incurred in defending a Proceeding
in advance of its final disposition conferred in the Company's By-laws will not
be exclusive of any other right which any person may have or may in the future
acquire under any statute, provision of the Company's Restated Certificate of
Incorporation, the Company's Restated By-laws, agreement, vote of stockholders
or disinterested directors or otherwise. The Company currently has in effect
officers and directors 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 as part of this Registration
Statement:

         3.1      Form of Restated Certificate of Incorporation of the Company.
                  Exhibit 3.1 to the Company's Registration Statement on Form 10
                  (Comm. File No. 001-14057) is hereby incorporated by
                  reference.

         3.2      Form of Restated Bylaws of the Company. Exhibit 3.2 to the
                  Company's Registration Statement on Form 10 (Comm. File No.
                  001-14057) is hereby incorporated by reference.

         5.1      Opinion of Jill L. Force.

        23.1      Consent of Ernst & Young L.L.P.

                                        4
23.2     Consent of Jill L. Force (included in Exhibit 5.1).

        24.0     Power of Attorney (Included on signature page of Registration
                 Statement on Form S-8).

         In reference to Exhibit 5.1, the Company undertakes that it will submit
the Vencor Healthcare, Inc. Retirement Savings Plan to the Internal Revenue
Service in order to qualify the Plan under Section 401 of the Internal Revenue
Code.

ITEM 9.  UNDERTAKINGS.

         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 of 1933;

                 (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
                           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) of this Item 9 do not apply if the
                           information required to be included in the
                           post-effective amendment by those paragraphs is
                           contained in period reports filed by the Company
                           pursuant to Section 13 or Section 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.

         (4) The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Company's annual report pursuant to Section 13(a) or 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) 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.

         (5) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing

                                        5
provisions, or otherwise, the Company has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In any event that a claim for indemnification against
         such liabilities (other than the payment by the Company of expenses
         incurred or paid by a director, officer or controlling person of the
         Company 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 Company 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 Act and will be governed by the final adjudication of
         such issue.

                                        6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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, Commonwealth of Kentucky, on April 29,
1998.

                                      VENCOR HEALTHCARE, INC.

                                      By:   /s/ W. BRUCE LUNSFORD
                                           -------------------------------------
                                              W. Bruce Lunsford
                                               Chairman of the Board,
                                               President and Chief Executive
                                                 Officer
POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS W. BRUCE LUNSFORD, W. EARL
REED, III AND JILL L. FORCE, AND EACH OF THEM WITH FULL POWER TO ACT WITHOUT THE
OTHER, HIS OR HER TRUE AND LAWFUL ATTORNEY-IN- FACT AND AGENT, WITH FULL POWER
OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE
AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS OR
POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME,
WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN REGULATORY AUTHORITY, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT
EACH SUCH ATTORNEY-IN-FACT AND AGENT, OR HIS OR HER SUBSTITUTE, MAY LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the date indicated.
Name and Signature                                    Title                                 Date
/s/ MICHARL R. BARR
-------------------------------------         Chief Operating Officer, Executive             April 29, 1998
Michael R. Barr                               Vice-President and Director

 /s/ W. BRUCE LUNSFORD
-------------------------------------         Chairman of the Board, President,              April 29, 1998
W. Bruce Lunsford                             Chief Executive Office (Principal
                                              Executive Officer) and Director

 /s/ RICHARD A. LECHLEITER
-------------------------------------         Vice President, Finance and Corporate          April 29, 1998
Richard A. Lechleiter                         Controller (Principal Accounting
                                              Officer)

 /s/ W. EARL REED, III
-------------------------------------         Executive Vice President, Chief                April 29, 1998
W. Earl Reed, III                             Financial Officer (Principal Financial
                                              Officer) and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
the persons charged with administering the plan have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Louisville, Commonwealth of Kentucky, on April
29, 1998

                                             VENCOR HEALTHCARE, INC.
                                             RETIREMENT SAVINGS PLAN

                                             By:  /s/ CECELIA A. HAGAN
                                                -------------------------------
                                                Cecelia A. Hagen
                                                Chairperson of the Retirement
                                                Committee