AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 27, 2004

                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                  ---------------------------------------------

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


                              REHABCARE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE       7733 Forsyth Blvd., 23rd Floor      51-0265872
       (State or other      St. Louis, Missouri 63105      (I.R.S. Employer
       jurisdiction of           (314) 863-7422           Identification No.)
      incorporation or
        organization)

                    (Address of Principal Executive Offices)

                              REHABCARE GROUP, INC.
           SECOND AMENDED AND RESTATED 1996 LONG-TERM PERFORMANCE PLAN
                            (Full title of the plan)

                              VINCENT L. GERMANESE
          Senior Vice President, Chief Financial Officer and Secretary
                              RehabCare Group, Inc.
                         7733 Forsyth Blvd., Suite 2300
                            St. Louis, Missouri 63105
                                 (314) 863-7422
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             ROBERT M. LAROSE, ESQ.
                               Thompson Coburn LLP
                          One US Bank Plaza, Suite 3500
                            St. Louis, Missouri 63101
                            Telephone: (314) 552-6000
                            Facsimile: (314) 552-7000

                         CALCULATION OF REGISTRATION FEE
===============================================================================
  Title of       Amount to be    Proposed         Proposed       Amount of
Securities to     registered      maximum          maximum      registration
be registered                  offering price     aggregate         fee
                                per share(2)   offering price(2)

-------------------------------------------------------------------------------
Common Stock,
$.01 par value(1)   200,000       $22.83         $4,566,000       $579.00

===============================================================================

(1)  Includes one attached Preferred Stock Purchase Right per share.

(2)  The proposed maximum aggregate offering price has been estimated solely for
     the purposes of computing the  Registration  Fee pursuant to the provisions
     of Rule  457(c) and is based  upon a price of $22.83  per share,  being the
     average  of the high and low  transaction  prices of the  Company's  Common
     Stock per share as  reported  on the New York Stock  Exchange on August 27,
     2004.

<PAGE>


                                EXPLANATORY NOTE
                                ----------------

                              REHABCARE GROUP, INC.
           SECOND AMENDED AND RESTATED 1996 LONG-TERM PERFORMANCE PLAN

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
on Form S-8 is being filed by RehabCare Group, Inc., a Delaware corporation (the
"Company"),  in connection with the registration of an additional 200,000 shares
of the Company's  common stock,  $.01 par value per share, to be issued pursuant
to the  RehabCare  Group,  Inc.  Second  Amended  and  Restated  1996  Long-Term
Performance Plan (the "1996 Plan").  The contents of the Registration  Statement
on Form S-8 (File No.  333-11311),  filed by the Company with the Securities and
Exchange  Commission (the "Commission") on September 3, 1996,  together with the
contents of the  post-effective  amendment  thereto filed with the Commission on
September 7, 1999, are incorporated herein by reference.

     The  shares  of  the  Company's  stock  registered   hereby  are  currently
registered  pursuant to the Company's  Registration  Statement on Form S-8 (File
No.  333-86679),  filed by the Company with the Commission on September 7, 1999,
to be issued under the RehabCare Group,  Inc. 1999  Non-Employee  Director Stock
Plan (the "1999  Plan").  The board of  directors  of the  Company  amended  and
restated the 1996 Plan in March 2004,  and such  amendment and  restatement  was
approved  by the  Company's  stockholders  on May 4, 2004.  This  amendment  and
restatement  of the Plan  merged the 1999 Plan with and into the 1996 Plan.  The
1996 Plan, as amended and  restated,  is attached as Appendix B to the Company's
Proxy Statement on Schedule 14A (File No. 001-14655),  filed by the Company with
the Commission on March 29, 2004, and is hereby  incorporated  by reference into
this registration statement.  The shares of stock registered under the 1999 Plan
that have not been  issued  will be  removed  from  registration  pursuant  to a
post-effective amendment to the registration statement filed for the 1999 Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 8.     Exhibits.

            See Exhibit Index located at page 4 hereof.


<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
     --------------
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 Clayton, State of Missouri, on October 26, 2004.

                                 REHABCARE GROUP, INC.


                                 By /s/ Vincent L. Germanese
                                    -------------------------------------------
                                    Vincent L. Germanese, Senior Vice President,
                                    Chief Financial Officer and Secretary


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
John H. Short, Ph.D. and Vincent L. Germanese, and each of them (with full power
to each of them to act alone), his true and lawful  attorneys-in-fact and agents
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement,  and to file the same, with exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  granting unto
said attorneys,  and each of them, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he  himself  might or could  do if  personally  present,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  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  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>
           Signature                  Title                         Date
           ---------                  -----                         ----
<S>                           <C>                            <C>
/s/ John H. Short
------------------------      President, Chief Executive     October 26, 2004
John H. Short, Ph.D.          Officer and Director
Principal Executive Officer

/s/ Vincent L. Germanese
------------------------      Senior Vice President,         October 26, 2004
Vincent L. Germanese          Chief Financial Officer
Principal Financial Officer   and Secretary

/s/ Mark A. Bogovich
------------------------      Vice President,                October 26, 2004
Mark A. Bogovich              Chief Accounting Officer
Principal Accounting Officer

                                      -2-
<PAGE>


/s/ H. Edwin Trusheim
------------------------
H. Edwin Trusheim             Chairman of the Board          October 26, 2004
                              of Directors

/s/ William G. Anderson
------------------------      Director                       October 26, 2004
William G. Anderson

/s/ Colleen Conway-Welch
------------------------      Director                       October 26, 2004
Colleen Conway-Welch,
Ph.D., R.N.

/s/ C. Ray Holman
------------------------      Director                       October 26, 2004
C. Ray Holman

/s/ Theodore M. Wight
------------------------      Director                       October 26, 2004
Theodore M. Wight

/s/ Joseph R. Swedish
------------------------      Director                       October 26, 2004
Joseph R. Swedish

</TABLE>
                                      -3-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>

Exhibit
Number                             Description
------                             -----------
<S>            <C>

4.1            Restated Certificate of Incorporation of the Company filed as
               Exhibit 3.1 to the Company's Registration Statement on Form S-1,
               dated May 9, 1991 (Registration No. 33-40467), and incorporated
               herein by reference.
4.2            Certificate of Amendment of Certificate of Incorporation, filed
               as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
               for the quarter ended May 31, 1995, and incorporated herein by
               reference.
4.3            Amended and Restated Bylaws of the Company filed as Exhibit 3.3
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended September 30, 2002, and incorporated herein by reference.
4.4            Rights Agreement, dated August 28, 2002, by and between the
               Company and Computershare Trust Company, Inc. filed as Exhibit 1
               to the Company's Registration Statement on Form 8-A filed
               September 5, 2002, and incorporated herein by reference.
4.5            RehabCare Group, Inc. Second Amended and Restated 1996 Long-Term
               Performance Plan, filed as Appendix B to the Company's definitive
               Proxy Statement on Schedule 14A for the 2004 Annual Meeting of
               Stockholders (File No. 001-14655), filed by the Company with the
               Commission on March 29, 2004, and incorporated herein by
               reference.
5.1            Opinion of Thompson Coburn LLP, as to the legality of the
               securities being registered.
23.1           Consent of KPMG LLP.
25.1           Power of Attorney (included on the signature pages to this
               Registration Statement).

</TABLE>
                                      -4-
<PAGE>


                                  [Exhibit 5.1]

                       [Letterhead of Thompson Coburn LLP]


October 27, 2004


RehabCare Group, Inc.
7733 Forsyth Blvd., 17th Floor
St. Louis, Missouri 63105

Re:  Registration  Statement on Form S-8 -- 200,000  Shares of RehabCare  Group,
     Inc. Common Stock, $.01 par value
     --------------------------------------------------------------------------

Ladies and Gentlemen:

With  reference to the  Registration  Statement  on Form S-8 (the  "Registration
Statement") to be filed with the Securities and Exchange  Commission pursuant to
the Securities Act of 1933, as amended, on October 27, 2004, by RehabCare Group,
Inc.,  a  Delaware  corporation  (the  "Company"),  pertaining  to the  proposed
issuance by the Company of up to 200,000  shares of the Company's  common stock,
$.01 par value (the "Shares"),  as provided in the RehabCare Group,  Inc. Second
Amended and Restated  1996  Long-Term  Performance  Plan (the  "Plan"),  we have
examined  such  corporate  records  of the  Company,  such  laws and such  other
information  as we  have  deemed  relevant,  including  the  Company's  Restated
Certificate of Incorporation,  as amended,  By-Laws,  and resolutions adopted by
the Board of Directors  relating to such  issuance,  certificates  received from
state   officials   and   statements   we  have   received   from  officers  and
representatives of the Company.  In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as certified,  photostatic or conformed copies, the authenticity of originals of
all such latter documents,  and the correctness of statements submitted to us by
officers and representatives of the Company.

Based solely on the foregoing, we are of the opinion that:

1.    The Company is duly incorporated and is validly existing under the laws of
      the State of Delaware; and

2.    The Shares to be issued by the Company pursuant to the Registration
      Statement have been duly authorized and, when issued by the Company in
      accordance with the Plan, will be duly and validly issued and will be
      fully paid and nonassessable.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.  We  further  consent to the  filing of copies of this  opinion  with
agencies of such states and other  jurisdictions  as you deem  necessary  in the
course of complying with the laws of the states and jurisdictions  regarding the
sale and issuance of the Shares in accordance with the Registration Statement.

Very truly yours,

/s/ Thompson Coburn LLP

                                      -5-
<PAGE>



                                 [Exhibit 23.1]

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
RehabCare Group, Inc.:

We consent to the incorporation by reference in this  Registration  Statement of
RehabCare  Group,  Inc. (the "Company") on Form S-8 of our report dated February
2, 2004,  except as to Note 19,  which is as of March 2, 2004,  appearing in the
Annual Report on Form 10-K of RehabCare Group,  Inc. for the year ended December
31, 2003.

                                                        /s/ KPMG LLP


St. Louis, Missouri
October 27, 2004

                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "seight102704secondam96plan.txt", "secsgml_size_bytes": 14954}]
{"company-data": {"conformed-name": "REHABCARE GROUP INC", "cik": "0000812191", "assigned-sic": "8060", "irs-number": "510265872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120005", "film-number": "041099965"}, "business-address": {"street1": "7733 FORSYTH BLVD 17TH FLR", "street2": "SUITE 1700", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148637422"}, "former-company": {"former-conformed-name": "REHABCARE CORP", "date-changed": "19940218"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 27, 2004

                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                  ---------------------------------------------

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

                              REHABCARE GROUP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE       7733 Forsyth Blvd., 23rd Floor      51-0265872
       (State or other      St. Louis, Missouri 63105      (I.R.S. Employer
       jurisdiction of           (314) 863-7422           Identification No.)
      incorporation or
        organization)

                    (Address of Principal Executive Offices)

                              REHABCARE GROUP, INC.
           SECOND AMENDED AND RESTATED 1996 LONG-TERM PERFORMANCE PLAN
                            (Full title of the plan)

                              VINCENT L. GERMANESE
          Senior Vice President, Chief Financial Officer and Secretary
                              RehabCare Group, Inc.
                         7733 Forsyth Blvd., Suite 2300
                            St. Louis, Missouri 63105
                                 (314) 863-7422
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             ROBERT M. LAROSE, ESQ.
                               Thompson Coburn LLP
                          One US Bank Plaza, Suite 3500
                            St. Louis, Missouri 63101
                            Telephone: (314) 552-6000
                            Facsimile: (314) 552-7000

                         CALCULATION OF REGISTRATION FEE
===============================================================================
  Title of       Amount to be    Proposed         Proposed       Amount of
Securities to     registered      maximum          maximum      registration
be registered                  offering price     aggregate         fee
                                per share(2)   offering price(2)

-------------------------------------------------------------------------------
Common Stock,
$.01 par value(1)   200,000       $22.83         $4,566,000       $579.00

===============================================================================

(1)  Includes one attached Preferred Stock Purchase Right per share.

(2)  The proposed maximum aggregate offering price has been estimated solely for
     the purposes of computing the  Registration  Fee pursuant to the provisions
     of Rule  457(c) and is based  upon a price of $22.83  per share,  being the
     average  of the high and low  transaction  prices of the  Company's  Common
     Stock per share as  reported  on the New York Stock  Exchange on August 27,
     2004.
EXPLANATORY NOTE
                                ----------------

                              REHABCARE GROUP, INC.
           SECOND AMENDED AND RESTATED 1996 LONG-TERM PERFORMANCE PLAN

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
on Form S-8 is being filed by RehabCare Group, Inc., a Delaware corporation (the
"Company"),  in connection with the registration of an additional 200,000 shares
of the Company's  common stock,  $.01 par value per share, to be issued pursuant
to the  RehabCare  Group,  Inc.  Second  Amended  and  Restated  1996  Long-Term
Performance Plan (the "1996 Plan").  The contents of the Registration  Statement
on Form S-8 (File No.  333-11311),  filed by the Company with the Securities and
Exchange  Commission (the "Commission") on September 3, 1996,  together with the
contents of the  post-effective  amendment  thereto filed with the Commission on
September 7, 1999, are incorporated herein by reference.

     The  shares  of  the  Company's  stock  registered   hereby  are  currently
registered  pursuant to the Company's  Registration  Statement on Form S-8 (File
No.  333-86679),  filed by the Company with the Commission on September 7, 1999,
to be issued under the RehabCare Group,  Inc. 1999  Non-Employee  Director Stock
Plan (the "1999  Plan").  The board of  directors  of the  Company  amended  and
restated the 1996 Plan in March 2004,  and such  amendment and  restatement  was
approved  by the  Company's  stockholders  on May 4, 2004.  This  amendment  and
restatement  of the Plan  merged the 1999 Plan with and into the 1996 Plan.  The
1996 Plan, as amended and  restated,  is attached as Appendix B to the Company's
Proxy Statement on Schedule 14A (File No. 001-14655),  filed by the Company with
the Commission on March 29, 2004, and is hereby  incorporated  by reference into
this registration statement.  The shares of stock registered under the 1999 Plan
that have not been  issued  will be  removed  from  registration  pursuant  to a
post-effective amendment to the registration statement filed for the 1999 Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 8.     Exhibits.

            See Exhibit Index located at page 4 hereof.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
     --------------
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 Clayton, State of Missouri, on October 26, 2004.

                                 REHABCARE GROUP, INC.

                                 By /s/ Vincent L. Germanese
                                    -------------------------------------------
                                    Vincent L. Germanese, Senior Vice President,
                                    Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
John H. Short, Ph.D. and Vincent L. Germanese, and each of them (with full power
to each of them to act alone), his true and lawful  attorneys-in-fact and agents
for him and on his  behalf  and in his  name,  place and  stead,  in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this registration statement,  and to file the same, with exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  granting unto
said attorneys,  and each of them, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he  himself  might or could  do if  personally  present,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  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  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                  Title                         Date
           ---------                  -----                         ----
/s/ John H. Short
------------------------      President, Chief Executive     October 26, 2004
John H. Short, Ph.D.          Officer and Director
Principal Executive Officer

/s/ Vincent L. Germanese
------------------------      Senior Vice President,         October 26, 2004
Vincent L. Germanese          Chief Financial Officer
Principal Financial Officer   and Secretary

/s/ Mark A. Bogovich
------------------------      Vice President,                October 26, 2004
Mark A. Bogovich              Chief Accounting Officer
Principal Accounting Officer

                                      -2-
/s/ H. Edwin Trusheim
------------------------
H. Edwin Trusheim             Chairman of the Board          October 26, 2004
                              of Directors

/s/ William G. Anderson
------------------------      Director                       October 26, 2004
William G. Anderson

/s/ Colleen Conway-Welch
------------------------      Director                       October 26, 2004
Colleen Conway-Welch,
Ph.D., R.N.

/s/ C. Ray Holman
------------------------      Director                       October 26, 2004
C. Ray Holman

/s/ Theodore M. Wight
------------------------      Director                       October 26, 2004
Theodore M. Wight

/s/ Joseph R. Swedish
------------------------      Director                       October 26, 2004
Joseph R. Swedish
-3-
EXHIBIT INDEX
                                  -------------
Exhibit
Number                             Description
------                             -----------
4.1            Restated Certificate of Incorporation of the Company filed as
               Exhibit 3.1 to the Company's Registration Statement on Form S-1,
               dated May 9, 1991 (Registration No. 33-40467), and incorporated
               herein by reference.
4.2            Certificate of Amendment of Certificate of Incorporation, filed
               as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
               for the quarter ended May 31, 1995, and incorporated herein by
               reference.
4.3            Amended and Restated Bylaws of the Company filed as Exhibit 3.3
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended September 30, 2002, and incorporated herein by reference.
4.4            Rights Agreement, dated August 28, 2002, by and between the
               Company and Computershare Trust Company, Inc. filed as Exhibit 1
               to the Company's Registration Statement on Form 8-A filed
               September 5, 2002, and incorporated herein by reference.
4.5            RehabCare Group, Inc. Second Amended and Restated 1996 Long-Term
               Performance Plan, filed as Appendix B to the Company's definitive
               Proxy Statement on Schedule 14A for the 2004 Annual Meeting of
               Stockholders (File No. 001-14655), filed by the Company with the
               Commission on March 29, 2004, and incorporated herein by
               reference.
5.1            Opinion of Thompson Coburn LLP, as to the legality of the
               securities being registered.
23.1           Consent of KPMG LLP.
25.1           Power of Attorney (included on the signature pages to this
               Registration Statement).
-4-
[Exhibit 5.1]

                       [Letterhead of Thompson Coburn LLP]

October 27, 2004

RehabCare Group, Inc.
7733 Forsyth Blvd., 17th Floor
St. Louis, Missouri 63105

Re:  Registration  Statement on Form S-8 -- 200,000  Shares of RehabCare  Group,
     Inc. Common Stock, $.01 par value
     --------------------------------------------------------------------------

Ladies and Gentlemen:

With  reference to the  Registration  Statement  on Form S-8 (the  "Registration
Statement") to be filed with the Securities and Exchange  Commission pursuant to
the Securities Act of 1933, as amended, on October 27, 2004, by RehabCare Group,
Inc.,  a  Delaware  corporation  (the  "Company"),  pertaining  to the  proposed
issuance by the Company of up to 200,000  shares of the Company's  common stock,
$.01 par value (the "Shares"),  as provided in the RehabCare Group,  Inc. Second
Amended and Restated  1996  Long-Term  Performance  Plan (the  "Plan"),  we have
examined  such  corporate  records  of the  Company,  such  laws and such  other
information  as we  have  deemed  relevant,  including  the  Company's  Restated
Certificate of Incorporation,  as amended,  By-Laws,  and resolutions adopted by
the Board of Directors  relating to such  issuance,  certificates  received from
state   officials   and   statements   we  have   received   from  officers  and
representatives of the Company.  In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals,  the conformity to the originals of all documents  submitted to us
as certified,  photostatic or conformed copies, the authenticity of originals of
all such latter documents,  and the correctness of statements submitted to us by
officers and representatives of the Company.

Based solely on the foregoing, we are of the opinion that:

1.    The Company is duly incorporated and is validly existing under the laws of
      the State of Delaware; and

2.    The Shares to be issued by the Company pursuant to the Registration
      Statement have been duly authorized and, when issued by the Company in
      accordance with the Plan, will be duly and validly issued and will be
      fully paid and nonassessable.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.  We  further  consent to the  filing of copies of this  opinion  with
agencies of such states and other  jurisdictions  as you deem  necessary  in the
course of complying with the laws of the states and jurisdictions  regarding the
sale and issuance of the Shares in accordance with the Registration Statement.

Very truly yours,

/s/ Thompson Coburn LLP

                                      -5-
[Exhibit 23.1]

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
RehabCare Group, Inc.:

We consent to the incorporation by reference in this  Registration  Statement of
RehabCare  Group,  Inc. (the "Company") on Form S-8 of our report dated February
2, 2004,  except as to Note 19,  which is as of March 2, 2004,  appearing in the
Annual Report on Form 10-K of RehabCare Group,  Inc. for the year ended December
31, 2003.

                                                        /s/ KPMG LLP

St. Louis, Missouri
October 27, 2004

                                      -6-