SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                November 6, 1997


                                 RES-CARE, INC.
             (Exact name of registrant as specified in its charter)



         Kentucky                  0-20372                  61-0875371
(State of Incorporation)       (Commission File            (IRS Employer
                                Number)                     Identification No.)


                             10140 Linn Station Road
                           Louisville, Kentucky 40223
               (Address of principal executive offices) (Zip Code)


                                 (502) 394-2100
                         (Registrant's telephone number)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 5.  Other Events.

     On November 6, 1997, the Registrant issued a press release announcing that,
subject  to market  and other  conditions,  it  intends  to raise  $100  million
(excluding  15% Initial  Purchasers'  over-allotment  option)  through a private
placement  of  convertible  subordinated  notes  within  the  United  States  to
qualified institutional accredited investors and qualified institutional buyers,
and outside the United States to non-U.S. investors.

     It is  contemplated  that the notes will have a term of seven  years and be
convertible  into  Res-Care  common  stock.  The  Registrant  intends to use the
proceeds from the sale of the Notes for repayment of debt and general  corporate
purposes, including possible future acquisitions.

     The foregoing summary is subject to the full text of the press release with
respect  thereto,  a copy of which is  attached  hereto as Exhibit  99.1,  which
exhibit is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits. The following exhibit is filed with this Report:

         99.1 - Press Release dated November 6, 1997.



<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:    November 7, 1997                RES-CARE, INC.



                                         By: /s/  Pamela M. Spaniac
                                             -------------------------------
                                             Pamela M. Spaniac
                                             Executive Vice President,
                                             Finance and Administration and
                                             Chief Financial Officer


<PAGE>


                                                                    EXHIBIT 99.1


                                                          RES-CARE, INCORPORATED
                                                         10140 Linn Station Road
                                                      Louisville, Kentucky 40223
                                                                  (502) 394-2100

CONTACT: Communications Department
         502/394-2100
         http://www.rescare.com


                  RES-CARE ANNOUNCES PROPOSED PRIVATE OFFERING
                 OF $100 MILLION CONVERTIBLE SUBORDINATED NOTES

LOUISVILLE,  KY  (November  6, 1997) -  Res-Care,  Inc.  (Nasdaq/NM:RSCR)  today
announced that, subject to market and other conditions, it intends to raise $100
million  (excluding 15% Initial  Purchasers'  over-allotment  option)  through a
private placement of convertible  subordinated notes within the United States to
qualified institutional accredited investors and qualified institutional buyers,
and outside the United States to non-U.S. investors.

It is  contemplated  that  the  notes  will  have a term of seven  years  and be
convertible  into Res-Care  common stock.  The Company stated that it intends to
use the net  proceeds  of the  offering  for  repayment  of debt and for general
corporate purposes, including possible future acquisitions.

The securities  offered will not be registered under the Securities Act of 1933,
as amended,  or applicable state securities laws, and may not be offered or sold
in the United States absent  registration  under the  Securities Act of 1933 and
applicable state securities laws or available exemptions from registration.

The Company  from time to time makes  forward-looking  statements  in its public
disclosures,  including  statements  relating to revenues that might be expected
from  new or  acquired  programs  and  facilities,  other  statements  regarding
development and acquisition activities, statements regarding reimbursement under
federal and state programs and  statements  regarding  various  trends  favoring
downsizing,  deinstitutionalization and privatization of government programs. In
the Company's filings under the federal  securities laws,  including its annual,
periodic and current  reports,  the Company  identifies  important  factors that
could cause the Company's  results to differ  materially from those contained in
such forward-looking statements. Reference is hereby made to such disclosures.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5603}]
{"company-data": {"conformed-name": "RES CARE INC /KY/", "cik": "0000776325", "assigned-sic": "8050", "irs-number": "610875371", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20372", "film-number": "97710354"}, "business-address": {"street1": "10140 LINN STATION ROAD", "city": "LOUISVILLE", "state": "KY", "zip": "40223", "phone": "5023942100"}, "mail-address": {"street1": "10140 LINN STATION RD", "city": "LOUISVILLE", "state": "KY", "zip": "40223"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                November 6, 1997

                                 RES-CARE, INC.
             (Exact name of registrant as specified in its charter)

         Kentucky                  0-20372                  61-0875371
(State of Incorporation)       (Commission File            (IRS Employer
                                Number)                     Identification No.)

                             10140 Linn Station Road
                           Louisville, Kentucky 40223
               (Address of principal executive offices) (Zip Code)

                                 (502) 394-2100
                         (Registrant's telephone number)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)
Item 5.  Other Events.

     On November 6, 1997, the Registrant issued a press release announcing that,
subject  to market  and other  conditions,  it  intends  to raise  $100  million
(excluding  15% Initial  Purchasers'  over-allotment  option)  through a private
placement  of  convertible  subordinated  notes  within  the  United  States  to
qualified institutional accredited investors and qualified institutional buyers,
and outside the United States to non-U.S. investors.

     It is  contemplated  that the notes will have a term of seven  years and be
convertible  into  Res-Care  common  stock.  The  Registrant  intends to use the
proceeds from the sale of the Notes for repayment of debt and general  corporate
purposes, including possible future acquisitions.

     The foregoing summary is subject to the full text of the press release with
respect  thereto,  a copy of which is  attached  hereto as Exhibit  99.1,  which
exhibit is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits. The following exhibit is filed with this Report:

         99.1 - Press Release dated November 6, 1997.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:    November 7, 1997                RES-CARE, INC.

                                         By: /s/  Pamela M. Spaniac
                                             -------------------------------
                                             Pamela M. Spaniac
                                             Executive Vice President,
                                             Finance and Administration and
                                             Chief Financial Officer
EXHIBIT 99.1

                                                          RES-CARE, INCORPORATED
                                                         10140 Linn Station Road
                                                      Louisville, Kentucky 40223
                                                                  (502) 394-2100

CONTACT: Communications Department
         502/394-2100
         http://www.rescare.com

                  RES-CARE ANNOUNCES PROPOSED PRIVATE OFFERING
                 OF $100 MILLION CONVERTIBLE SUBORDINATED NOTES

LOUISVILLE,  KY  (November  6, 1997) -  Res-Care,  Inc.  (Nasdaq/NM:RSCR)  today
announced that, subject to market and other conditions, it intends to raise $100
million  (excluding 15% Initial  Purchasers'  over-allotment  option)  through a
private placement of convertible  subordinated notes within the United States to
qualified institutional accredited investors and qualified institutional buyers,
and outside the United States to non-U.S. investors.

It is  contemplated  that  the  notes  will  have a term of seven  years  and be
convertible  into Res-Care  common stock.  The Company stated that it intends to
use the net  proceeds  of the  offering  for  repayment  of debt and for general
corporate purposes, including possible future acquisitions.

The securities  offered will not be registered under the Securities Act of 1933,
as amended,  or applicable state securities laws, and may not be offered or sold
in the United States absent  registration  under the  Securities Act of 1933 and
applicable state securities laws or available exemptions from registration.

The Company  from time to time makes  forward-looking  statements  in its public
disclosures,  including  statements  relating to revenues that might be expected
from  new or  acquired  programs  and  facilities,  other  statements  regarding
development and acquisition activities, statements regarding reimbursement under
federal and state programs and  statements  regarding  various  trends  favoring
downsizing,  deinstitutionalization and privatization of government programs. In
the Company's filings under the federal  securities laws,  including its annual,
periodic and current  reports,  the Company  identifies  important  factors that
could cause the Company's  results to differ  materially from those contained in
such forward-looking statements. Reference is hereby made to such disclosures.