As filed with the Securities and Exchange Commission on May 21, 2002.

                                              Registration No. _______________



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

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

                                    ALMOST FAMILY, INC.
                    (Exact name of Company as specified in its charter)

Delaware                                               06-1153720
(State or other jurisdiction                          (I.R.S. Employee
of Incorporation or organization)                      Identification No.)

                        100 Mallard Creek Road, Suite 400
                           Louisville, Kentucky 40207
                     (Address of principal executive offices)
                            ---------------------

                   Almost Family, Inc. 2000 Stock Option Plan
                              (Full title of the plan)
                            ---------------------

William B. Yarmuth                                 Copy to:
President and Chief Executive Officer
Almost Family, Inc.                                James A. Giesel
100 Mallard Creek Road, Suite 400                  Frost Brown Todd LLC
Louisville, Kentucky 40207                         400 W. Market Street
(502) 899-5355                                     32nd Floor
(Name, address and telephone number,               Louisville,Kentucky
 Including area code, of agent for service)        40202-3363
                                                  (502) 589-5400

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

-------------------------------------------------------------------------------
                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
====================== ============== ============= =============== ===========
 Title of securities   Amount to be     Proposed      Proposed     Amount of
 To be registered       Registered      maximum       maximum      Registration
                                        offering      aggregate    fee
                                        price per     offering
                                        share         price
---------------------- -------------- ------------- --------------- -----------
   Common Stock,
 par value $.10 and       500,000
 associated rights(1)     Shares (2)     $9.70 (3)      $4,563,621       $420
---------------------- -------------- ------------- --------------- -----------

(1)   The Company's Rights under the Stockholder Protection Rights Agreement
      dated February 1, 1999 initially are carried and traded with the shares of
      Common Stock of the Company being registered hereunder. Value attributable
      to such Rights, if any, is reflected in the market price of the Common
      Stock.

(2)   Plus such additional shares as may become issuable by reason of the
      antidilution provisions of the Plan.

(3)   Estimated solely for the purpose of determining the registration fee.
      Pursuant to Rule 457(h)(1), a proposed offering price of $9.70, the
      average of the high and low prices on May 15, 2002 as reported by the
      Nasdaq SmallCap Market System, was used with respect to the 430,993
      ungranted shares. The average weighted exercise price of $5.55 with
      respect to the 69,007 shares subject to currently granted options was
      used.


<PAGE>


                                     PART I

Item 1.  Plan Information.

         The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents have been incorporated by reference in this
         Registration Statement:

         (a)The Registrant's Annual Report on Form 10-K, as amended, for the
            nine months ended December 31, 2001;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the annual
            report referred to in (a) above; and

         (c)The description of the Registrant's Common Stock, par value $0.10
            per share, contained in the Registration Statement on Form 8-A filed
            to register the Common Stock of the Registrant, as amended, and all
            amendments or reports filed for the purpose of updating such
            description prior to the termination of the offering of Common Stock
            thereby.

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

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (DGCL) 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 a
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 his 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 such
person has been successful on the merits or claim, issue or matter therein, the
corporation must indemnify him against expenses (including attorneys' fees)
actually and reasonably incurred by him 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. The 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.

         Article 9 of the Company's Amended and Restated By-Laws provides:

            9.1   Right to Indemnification.

            (a) The Corporation shall indemnify any person who was or is a party
            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 the Corporation) by reason of the fact that such person is
            or was a director, officer, employee or agent of the Corporation, or
            is or was serving at the request of the Corporation as a director,
            officer, employee or agent of another corporation, partnership,
            joint venture, trust or other enterprise, against 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 if such person acted
            in good faith and in a 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, had no reasonable
            cause to believe such person's conduct was unlawful. The termination
            of any action, suit or proceeding by judgment, order, settlement,
            conviction, or upon a plea of nolo contendere or its equivalent,
            shall not, of itself, create a presumption that the person did not
            act in good faith and in a manner which 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,
            had reasonable cause to believe that such person's conduct was
            unlawful.

            (b) The Corporation shall indemnify any person who was or is a party
            or is threatened to be made a party to any threatened, pending or
            completed action or suit by or in the right of the Corporation to
            procure a judgment in its favor by reason of the fact that such
            person is or was a director, officer, employee or agent of the
            Corporation, or is or was serving at the request of the Corporation
            as a director, officer, employee or agent of the Corporation as a
            director, officer, employee or agent of another corporation,
            partnership, joint venture, trust or other enterprise against
            expenses (including attorneys' fees) actually and reasonably
            incurred by such person in connection with the defense or settlement
            of such action or suit if such person acted in good faith and in a
            manner such person reasonably believed to be in or not opposed to
            the best interests of the Corporation and except that no
            indemnification shall be made in respect to any claim, issue or
            matter as to which such person shall have been adjudged to be liable
            for negligence or misconduct in the performance of such person's
            duty to the Corporation unless and only to the extent that the Court
            of Chancery or the court in which such action or suit was brought
            shall determine upon application that, despite the adjudication of
            liability but in view of all the circumstances of the case, such
            person is fairly and reasonably entitled to indemnity for such
            expenses which the Court of Chancery or such other court shall deem
            proper.

            (c) To the extent that a director, officer, employee or agent of the
            Corporation has been successful on the merits or otherwise in
            defense of any action, suit or proceeding referred to in Subsections
            (a) and (b), or in defense of any claim, issue or matter therein,
            such director, officer, employee or agent shall be indemnified
            against expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection therewith.

            9.2   Procedure for Indemnification.

                  Any indemnification under Subsections (a) and (b) (unless
            ordered by a court) shall be made by the Corporation only as
            authorized in the specific case upon a determination that
            indemnification of the director, officer, employee or agent is
            proper in the circumstances because such person has met the
            applicable standard of conduct set forth in Subsections (a) and (b).
            Such determination shall be made (1) by the Board by a majority vote
            of a quorum consisting of directors who were not parties to such
            action, suit or proceeding, or (2) if such a quorum is not
            obtainable, or, even if obtainable a quorum of disinterested
            directors so directs, by independent legal counsel in a written
            opinion, or (3) by the stockbrokers.

            9.3   Advances for Expenses.

                  Expenses incurred in defending a civil or criminal action,
            suit or proceeding shall be paid by the Corporation in advance of
            the final disposition of such action, suit or proceeding as
            authorized by the Board in the specific case upon receipt of an
            undertaking by or on behalf of the director, officer, employee or
            agent to repay such amount. Such director, officer, employee or
            agent shall not repay the amount if it shall be ultimately
            determined that such person is entitled to be indemnified by this
            section.

            9.4   Other Rights; Continuation of Right to Indemnification.

                  The indemnification provided by this section shall not be
            deemed exclusive of any other rights to which those seeking
            indemnification may be entitled under any By-Law, agreement, vote of
            stockholders or disinterested directors or otherwise, both as to
            action in his official capacity and as to action in another capacity
            while holding such officer, and shall continue as to a person who
            has ceased to be a director, officer, employee or agent and shall
            inure to the benefit of the heirs, executors and administrators of
            such a person. For purposes of this section, references to "the
            Corporation" shall include, in addition to the Corporation, any
            constituent corporation (including any constituent of a constituent)
            absorbed in a consolidation or merger which, if its separate
            existence had continued, would have had power and authority to
            indemnify its directors, officers, and employees or agents, so that
            any person who is or was a director, officer, employee or agent of
            such constituent corporation, or is or was serving at the request of
            such constituent corporation as a director, officer, employee or
            agent of another corporation, partnership, joint venture, trust or
            other enterprise, shall stand in the same position under the
            provisions of this Section 9 with respect to the resulting or
            surviving corporation, as such person would if such person had
            served the resulting or surviving corporation in the same capacity.

            9.5   Insurance.

                  The Corporation is authorized, according to the discretion of
            the Board of Directors, to purchase and maintain insurance on behalf
            of any person who is or was a director, officer, employee or agent
            of the Corporation, or is or was serving at the request of the
            Corporation as a director, officer, employee or agent of another
            corporation, partnership, joint venture, trust or other enterprise
            against any liability asserted against such person and incurred by
            such person in any such capacity, or arising out of such person's
            status as such, whether or not the Corporation must indemnify such
            person against such liability under the provisions of this section.


         The Company maintains liability insurance coverage for its officers and
directors which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers with
respect to actions arising out of the performance of such officer's or
director's duty in his or her capacity as such.

Item 8.  Exhibits.

         Exhibit No.          Description of Exhibit

         4.1..................Almost Family, Inc. Amended and Restated 2000
                              Stock Option Plan.*

         4.2..................Stockholder Protection Rights Agreement dated
                              February 1,1999, between the Registrant and
                              Reliance Trust Company.Incorporated by reference
                              to Exhibit 4 to the Registrant's Current Report
                              on Form 8-K dated February 1, 1999.

         4.3                  Certificate of Incorporation, as amended,  of the
                              Registrant.  Exhibit No. 3.1 of the Registrant's
                              Annual Report on Form 10-K for the year ended
                              March 31, 1997, is hereby incorporated by
                              reference, along with the Agreement incorporated
                              herein at Exhibit 4.2.

         4.4..................Amended and Restated Bylaws of the Registrant.
                              Incorporated by reference to Exhibit 3 of the
                              Registrant's Current Report on Form 8-K dated
                              February 1, 1999.

         5....................Opinion of Frost Brown Todd LLC *

         23.1.................Consent of Arthur Andersen LLP *

         23.2.................Consent of Frost Brown Todd LLC (contained in
                              their opinion filed as Exhibit 5)

         24...................Powers of Attorney (included on the signature page
                              of this Registration Statement) *

         99                   Management's letter to the Securities and Exchange
                              Commission concerning Arthur Andersen LLP. *

         *....................Filed herewith.

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 of 1933;

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

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

                    Provided, however, that paragraphs A(1)(i) and A(1)(ii)
                    shall not apply if the information required to be included
                    in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed by the Registrant
                    pursuant to Section 13 or Section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in
                    this 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.

         B. The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's Annual Report pursuant to Section 13(a)
            or Section 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 this 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 of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the DGCL, the
            Amended and Restated Articles of Incorporation, as amended, and the
            Bylaws of the Registrant, or otherwise, the Registrant has been
            advised that in the opinion of the Securities and Exchange
            Commission such indemnification is against public policy as
            expressed in the Securities Act of 1933, and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than 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 of
            1933 and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

      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 Louisville, Kentucky on this 21st day of May, 2002.



                                          By:   /s/ William B. Yarmuth
                                                ------------------------------
                                                William B. Yarmuth
                                                Chairman of the Board, President
                                                and Chief Executive Officer
                                               (Principal Executive Officer)


                                POWER OF ATTORNEY

      Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints William B. Yarmuth and C. Steven Guenthner, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him 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 all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, 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 and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, 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 dates indicated.

Signature                                Title                       Date

                           Chairman of the Board, President      May 21, 2002
/s/William B. Yarmuth         and Chief Executive Officer
---------------------      (Principal Executive Officer)
William B. Yarmuth


/s/ C. Steven Guenthner     Senior Vice President and Chief      May 21, 2002
-----------------------     Financial Officer (Chief Financial
C. Steven Guenthner          and Accounting Officer)f




/s/ Steven B. Bing                     Director                  May 21, 2002
------------------
Steven B. Bing


/s/ Donald G. McClinton                Director                  May 21, 2002
-----------------------
Donald G. McClinton


/s/ Tyree G. Wilburn                   Director                  May 21, 2002
--------------------
Tyree G. Wilburn


/s/ Jonathan Goldberg                  Director                  May 21, 2002
---------------------
Jonathan Goldberg


/s/ Wayne T. Smith                     Director                  May 21, 2002
------------------
Wayne T. Smith


/s/ W. Earl Reed III                   Director                  May 21, 2002
--------------------
W. Earl Reed III



<PAGE>




                                    - 12 -
                                  EXHIBIT INDEX



Exhibit Number                            Description of Exhibit

         4.1..................Almost Family, Inc. Amended and Restated 2000
                              Stock Option Plan.*

         4.2..................Stockholder Protection Rights Agreement dated
                              February 1, 1999, between the Registrant and
                              Reliance Trust Company. Incorporated by reference
                              to Exhibit 4 to the Registrant's Current Report on
                              Form 8-K dated February 1, 1999.

         4.3                  Certificate of Incorporation, as amended, of the
                              Registrant. Exhibit No. 3.1 of the Registrant's
                              Annual Report on Form 10-K for the year ended
                              March 31, 1997, is hereby incorporated by
                              reference, along with the Agreement incorporated
                              herein at Exhibit 4.2.

         4.4..................Amended and Restated Bylaws of the Registrant.
                              Incorporated by reference to Exhibit 3 of the
                              Registrant's Current Report on Form 8-K dated
                              February 1, 1999.

         5....................Opinion of Frost Brown Todd LLC *

         23.1.................Consent of Arthur Andersen LLP *

         23.2.................Consent of Frost Brown Todd LLC (contained in
                              their opinion filed as Exhibit 5)

         24...................Powers of Attorney (included on the signature page
                              of this Registration Statement) *

         99                   Management's letter to the Securities and Exchange
                              Commission concerning Arthur Andersen LLP. *

         *....................Filed herewith.




<PAGE>


                                                                   EXHIBIT 4.1

                               ALMOST FAMILY, INC.
                              AMENDED AND RESTATED
                                      2000
                                STOCK OPTION PLAN


      Almost Family, Inc. (the "Company") hereby amends and restates its 2000
Stock Option Plan (the "Plan").


                              Section 1 -- PURPOSE

      The Company adopted the Plan to, among other things, (a) increase the
profitability and growth of the Company; (b) provide competitive compensation
while obtaining the benefits of tax deferral; (c) attract and retain exceptional
personnel and encourage excellence in the performance of individual
responsibilities; and (d) motivate key employees to contribute to the Company's
success. The Company now amends and restates the Plan to allow options to be
issued to non-employee directors.


                            Section 2 -- DEFINITIONS

      For purposes of the Plan, the following terms shall have the meanings
below unless the context clearly indicates otherwise:

      2.1..."Board" shall mean the Board of Directors of the Company.

      2.2..."Change of Control" of the Company shall mean (i) the acquisition of
the power to direct, or cause the direction of, the management and policies of
the Company by a person (not previously possessing such power), acting alone or
in conjunction with others, whether through the ownership of Stock, by contract
or otherwise, or (ii) the acquisition, directly or indirectly, of the power to
vote more than 25% of the outstanding Stock, by any person or by two or more
persons acting together, except an acquisition from the Company or an
acquisition by the Company, the Company's management, or by a Company sponsored
employee benefit plan, or (iii) the business of the Company is disposed of
pursuant to a partial or complete liquidation, sale of assets, or otherwise. For
purposes of this Section 2.2, the term "person" means a natural person,
corporation, limited liability company, partnership, joint venture, trust,
government or instrumentality of the government, and customary agreements with
or between underwriters and selling group members with respect to a bona fide
public offering of the Stock or any other class of common stock of the Company
shall be disregarded.


<PAGE>





      2.3..."Chairman" shall mean the Chairman of the Committee.

      2.4..."Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

      2.5..."Committee" shall mean the Compensation Committee appointed by the
Board from time to time pursuant to Section 4.1, which shall administer the
Plan. In the event of any Committee action with regard to Options held by or an
Option grant to a member of the Committee, that member shall abstain from such
action.

      2.6..."Director" means a voting member of the Board, excluding any person
who serves solely in an advisory capacity or as a director emeritus.

      2.7..."Disability" shall mean a permanent disability within the meaning of
Section 22(e) of the Code.

      2.8 "Eligible Person" means a Non-Employee Director or Employee who is
eligible to be granted an Option under the Plan.

      2.9 "Employee" shall mean an employee of the Company or any of its
Subsidiaries who has been designated by the Committee, under the criteria in
Section 5, as eligible to participate in the Plan.

      2.10 "Fair Market Value" shall mean, as of any date, the fair market value
of Stock determined as follows:

             (i) If the Stock is listed on any established stock exchange or a
national market system including without limitation the National Market of the
National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq")
System, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported), as quoted on such system or
exchange, or the exchange with the greatest volume of trading in Stock for the
last market trading day prior to the time of determination, as reported in The
Wall Street Journal or such other source as the Committee deems reliable; or

            (ii) In the absence of an established market for the Stock, the Fair
Market Value thereof shall be the price which the Committee, acting in good
faith determines through any reasonable valuation method that a share of Stock
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts.

      2.11 "Incentive Stock Option" shall mean an option to purchase Stock
granted under Section 6 of the Plan which is designated by the Committee as an
Incentive Stock Option and is intended to meet the requirements of Section 422
of the Code.

      2.12 "Named Executive" means any individual who, on the last day of the
Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four most highly compensated officers of
the Company (other than the chief executive officer). Such officer status shall
be determined pursuant to the executive compensation disclosure rules under the
Securities Exchange Act of 1934 (the "Exchange Act").

      2.13 "Non-Employee Director" means a Director who is not a current or
former employee or officer of the Company or a Subsidiary and who does not
receive any remuneration from the Company or any Subsidiary for service to the
Company or a Subsidiary in any capacity other than as a Director.

      2.14 "Nonqualified Stock Option" shall mean an option to purchase Stock
granted under Section 6 of the Plan which is not intended to be an Incentive
Stock Option.

      2.15  "Option" shall mean an Incentive Stock Option or a Nonqualified
Stock Option.

      2.16 "Option Period" shall mean the period from the date of the grant of
an Option to the date when the period for exercise of an Option expires as
stated in the terms of the Stock Option Agreement.

      2.17 "Optionee" shall mean a Non-Employee Director or Employee who has
been granted an Option to purchase shares of Stock under the provisions of the
Plan.

      2.18  "Plan" shall mean this Almost Family, Inc. 2000 Stock Option Plan.

      2.19 "Reporting Person" means an Officer, Director, or greater than 10%
stockholder of the Company within the meaning of Rule 16a-2 under the Exchange
Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange
Act.

      2.20 "Retirement" shall mean Termination of Employment with the Company or
any of its Subsidiaries after attaining age 65 (or earlier with the Company's or
the Subsidiary's consent).

      2.21 "Stock" shall mean the Company's voting common stock of $0.10 par
value per share.

      2.22 "Stock Option Agreement" shall mean an agreement between an Optionee
and the Company covering the specific terms and conditions of an Option.

      2.23 "Subsidiary" or "Subsidiaries" shall mean any corporation which at
the time qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" in Section 424(f) of the Code.

      2.24  "Termination" shall mean:

            (a) "Termination of Employment," which shall be deemed to have
occurred at the close of business on the last day on which an Employee is
carried as an active employee on the records of the Company or any of its
Subsidiaries. The Committee shall determine whether an authorized leave of
absence, or other absence on military or government service, constitutes
severance of the employment relationship between the Company or a Subsidiary and
the Employee; and

            (b) "Termination of Service," which shall be deemed to have occurred
at the close of business on the last day on which a Director serves as a
Director of the Company.


                     Section 3 -- STOCK SUBJECT TO THE PLAN

      3.1 Authorized Stock. Subject to adjustment as provided in this Section,
the aggregate number of shares of Stock subject to an Option under the Plan
shall be 500,000 shares of Stock. Stock delivered under the Plan may consist, in
whole or in part, of authorized and unissued shares or shares acquired from
shareholders upon such terms as the Board deems appropriate for reserve in
connection with exercises hereunder.

      3.2 Effect of Expirations. If any Option granted under the Plan expires or
terminates without exercise, the Stock no longer subject to such Option shall be
available to be re-awarded under the Plan.

      3.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company or any other increase or decrease in the number of
issued shares of Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration", an
appropriate and proportionate adjustment shall be made by the Committee in the
number and kind of shares which may be delivered under the Plan, and in the
number and kind of or price of shares subject to outstanding Options; provided
that the number of shares subject to any Option shall always be a whole number.
If any adjustment under this Section would create a fractional share of Stock or
a right to acquire a fractional share of Stock, such fractional share shall be
disregarded and the number of shares of Stock reserved under this Plan and the
number subject to any Options granted under this Plan shall be the next lower
number of shares of Stock, rounding all fractions downward. Any adjustment of an
Incentive Stock Option under this Section shall be made in such a manner so as
not to constitute a "modification" within the meaning of Section 424(h) of the
Code. If the Company shall at any time merge, consolidate with or into another
corporation or association, or enter into a statutory share exchange or any
other similar transaction in which shares of Stock are converted as a matter of
law into securities and/or other property, except as provided in Section 9.8,
each Optionee will thereafter receive, upon the exercise of an Option, the
securities or property to which a holder of the number of shares of Stock then
deliverable upon the exercise of such Option would have been entitled if such
Option had been exercised immediately prior to such merger, consolidation, or
share exchange and the Company shall take such steps in connection with such
merger, consolidation or share exchange as may be necessary to assure that the
provisions of this Plan shall thereafter be applicable, as nearly as is
reasonably possible, in relation to any securities or property thereafter
deliverable upon the exercise of such Option. A sale of all or substantially all
the assets of the Company for a consideration (apart from the assumption of
obligations) consisting primarily of securities shall be deemed a merger or
consolidation for the foregoing purposes.


                           Section 4 -- ADMINISTRATION

      4.1 Committee Governance. This Plan shall be administered by the Committee
which shall consist of three or more Non-Employee Directors appointed by the
Board, and in a manner that shall permit Options to qualify for the exemption
set forth in Rule 16b-3 under the Exchange Act and as performance-based
compensation under Section 162(m) of the Code. The number of members of the
Committee shall be determined by the Board. The Board shall add or remove
members from the Committee as it sees fit, and vacancies shall be filled by the
Board. The Committee shall select one of its members as the chairperson of the
Committee and shall hold meetings at such times and places as it may determine.
The Committee may appoint a secretary and, subject to the provisions of the Plan
and to policies determined by the Board, may make such rules and regulations for
the conduct of its business, as it shall deem advisable. Written action of the
Committee may be taken by a majority of its members, and actions so taken shall
be fully effective as if taken by a vote of a majority of the members at a
meeting duly called and held. A majority of Committee members shall constitute a
quorum for purposes of meeting. The act of a majority of the members present at
any meeting for which there is a quorum shall be a valid act of the Committee.

      4.2 Committee to Interpret Plan. Subject to the express terms and
conditions of the Plan, the Committee shall have sole power (i) to construe and
interpret the Plan; (ii) to establish, amend or waive rules for its
administration; (iii) to determine and accelerate the exercisability of any
Option; (iv) to correct inconsistencies in the Plan or in any Stock Option
Agreement, or any other instrument relating to an Option; and (v) subject to the
provisions of Section 8, to amend the terms and conditions of any outstanding
Option, to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan. Notwithstanding the foregoing, no action of
the Board or the Committee may, without the consent of the person or persons
entitled to exercise any outstanding Option, adversely affect the rights of such
person or persons.

      4.3 Exculpation. No member of the Board or the Committee shall be liable
for actions or determinations made in good faith with respect to the Plan, or
for awards under it.

      4.4 Selection of Optionees. The Committee shall have the authority to
grant Options from time to time to such Eligible Persons as may be selected by
it in its sole discretion.

      4.5 Decisions Binding. All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan, including factual
interpretations, shall be final, conclusive and binding on all persons,
including the Company, its shareholders, Eligible Persons, Optionees and their
estates and beneficiaries.

      4.6 Administration With Respect to Reporting Persons. With respect to
Options granted to Reporting Persons and Named Executives, the Plan shall be
administered so as to permit such Options to qualify for the exemption set forth
in Rule 16b-3 and to qualify as performance-based compensation under Section
162(m) of the Code.

      4.7 Stock Option Agreements. Each Option granted to an Eligible Person
under Section 6 of the Plan shall be evidenced by a Stock Option Agreement which
shall be signed by the Chief Executive Officer or Secretary of the Company, as
authorized by the Committee and by the Optionee, and shall contain such terms
and conditions as may be approved by the Committee, which need not be the same
in all cases. Any Stock Option Agreement may be supplemented or amended in
writing from time to time as approved by the Committee, provided that the terms
of such Agreements as amended or supplemented, as well as the terms of the
original Stock Option Agreement, are not inconsistent with the provisions of the
Plan. An Eligible Person who receives an Option under the Plan shall not, with
respect to the Option, be deemed to have become an Optionee, or to have any
rights with respect to the Option, unless and until the Eligible Person has
executed a Stock Option Agreement or other instrument evidencing the Option and
shall have delivered an executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of the Option. The Committee
may condition any Option grant upon the agreement by the Eligible Person to such
confidentiality, non-competition and non-solicitation covenants as the Committee
deems appropriate.


      4.8   Limitations on Options.
            ----------------------

      (a) Subject to adjustment as provided in Section 3.3, the maximum number
of shares of Stock that may be issued pursuant to Options under the Plan to any
one Eligible Person during any one fiscal year of the Company shall not exceed
200,000 shares (as adjusted under Section 3.3). Such limit shall not be adjusted
to restore shares of Stock with respect to which the related Option is
terminated, surrendered or cancelled.

       (b) No part an Option may be exercised to the extent the exercise
would cause the Optionee to have compensation from the Company and its
affiliated companies for any year in excess of $1 million and which is
nondeductible by the Company and its affiliated companies pursuant to Code
Section 162(m). Any portion of an Option not exercisable because of this
limitation shall continue to be exercisable in any subsequent year in which the
exercise would not cause the loss of the Company's or its affiliated companies'
compensation tax deduction, provided such exercise occurs before lapse of the
Option, and otherwise complies with the terms and conditions of the Plan and
Stock Option Agreement. Notwithstanding the foregoing, the Board may waive
application of this Section 4.8 to any Optionee in its discretion.


                            Section 5 -- ELIGIBILITY

      Non-Employee Directors and Employees of the Company and any of its
Subsidiaries who are expected to contribute substantially to the growth and
profitability of the Company and its Subsidiaries are eligible for selection by
the Committee under Section 4.4 to receive Options.


                          Section 6 -- GRANT OF OPTIONS

      6.1 Grant. Both Incentive Stock Options and Nonqualified Stock Options may
be granted under the Plan. If an Option is designated as an Incentive Stock
Option but does not qualify as such under Section 422 of the Code, the Option
(or portion thereof) shall be treated as a Nonqualified Stock Option, and
governed by Section 83 of the Code. All Options granted under the Plan shall be
evidenced by a Stock Option Agreement in such form as the Committee may from
time to time approve. All Options granted to Non-Employee Directors pursuant to
this Section 6 are Nonqualified Stock Options and are governed by Section 83 of
the Code. All Options are subject to the terms and conditions of this Section 6
and such additional terms and conditions contained in the Stock Option
Agreement, which need not be the same in each case (but not inconsistent with
the provisions of the Plan) as the Committee finds desirable.

      6.2 Option Price. The purchase price per share of Stock covered by an
Option shall be determined by the Committee but shall not be less than 100% of
the Fair Market Value of such Stock on the date the Option is granted. An
Incentive Stock Option granted to any person who, at the time the Option is
granted, owns or is deemed to own within the meaning of Section 424(d) of the
Code, stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or any Subsidiary, shall have
an exercise price which is at least 110% of the Fair Market Value of the Stock
subject to the Option.

      6.3 Option Period. The Option Period shall be determined by the Committee,
and unless otherwise specifically provided in the Stock Option Agreement, no
Option shall be exercisable later than ten years from the date of grant.
Notwithstanding the foregoing, in the case of an Optionee owning (within the
meaning of Section 424(d) of the Code), at the time an Incentive Stock Option is
granted, more than 10% of the total combined voting power of all classes of
stock of the Company or any Subsidiary, such Incentive Stock Option shall not be
exercisable later than five years from the date of grant. Options may expire
prior to the end of the Option Period due to the Optionee's Termination, as
provided in Section 7, or in accordance with any provision of the Stock Option
Agreement. No Option may be exercised at any time unless such Option is valid
and outstanding as provided in this Plan.

      6.4 Limitation on Amount of Incentive Stock Options. The aggregate Fair
Market Value (determined as of the time the Option is granted) of the Stock with
respect to which an Optionee's Incentive Stock Options are exercisable for the
first time during any calendar year (under this and all other stock option plans
of the Company, any Subsidiary or any parent corporation) shall not exceed
$100,000. Options or portions of Options exercisable as a result of acceleration
under Section 9.8 in excess of the $100,000 limit described herein shall be
treated as a Nonqualified Stock Option for tax purposes.

      6.5 Nontransferability of Options. No Option shall be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution, and
such option shall be exercisable, during the Optionee's lifetime, only by the
Optionee.


                        SECTION 7 -- EXERCISE OF OPTIONS

      7.1 Exercise. An Option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the Option may be exercised at a
particular time and to such other conditions (e.g., exercise could be
conditioned on performance) as the Committee in its discretion may specify upon
granting an Option to an Eligible Person or as otherwise provided in this
Section 7.

      7.2 Method of Exercise. To exercise an Option, the Optionee or the other
person(s) entitled to exercise the Option shall give written notice of exercise
to the Committee, specifying the number of full shares of Stock to be purchased.
Such notice shall be accompanied by payment in full in cash for the Stock being
purchased plus, in the case of Nonqualified Stock Options, any required
withholding tax as provided in Section 10. If permitted by the Committee, in its
sole discretion, payment in full or in part may be made in the form of Stock
owned by the Optionee for at least 6 months (based on the Fair Market Value of
the Stock on the date the Option is exercised) evidenced by negotiable Stock
certificates registered either in the sole name of the Optionee or the names of
the Optionee and spouse, or by any combination of cash or shares of Stock. No
shares of Stock shall be issued unless the Optionee has fully complied with the
provisions of this Section 7.2.

      7.3 Termination. After an Eligible Person's Termination, an Option may be
exercised, subject to adjustment as provided in Section 3.3 or 9.8, only with
respect to the number of shares of Stock which the Eligible Person could have
acquired by an exercise of the Option immediately before the Termination but in
no event after the expiration date of the Option as specified in the applicable
Stock Option Agreement. Except to the extent shorter or longer periods are
provided in the Stock Option Agreement by the Committee, an Employee's right to
exercise an Option shall terminate:

            (a)   At the expiration of three months (Incentive Stock Options) or
                  one year (Nonqualified Stock Options) after the Employee's
                  Retirement; provided, however, if an Incentive Stock Option is
                  not exercised after three months, it will remain exercisable
                  until one year following the Employee's Retirement and be
                  treated as a Nonqualified Stock Option for purposes of the
                  Plan when it is exercised; or

            (b)   At the expiration of one year in the event of Disability of
                  the Employee; or

            (c)   At the expiration of one year after the Employee's death if
                  the Employee's Termination occurs by reason of death; any
                  Option exercised under this subparagraph (iii) may be
                  exercised in full by the legal representative of the estate of
                  the Employee or by the person or persons who acquire the right
                  to exercise such Option by bequest or inheritance; or

            (d)   No later than three months after the Employee's Termination of
                  Employment for any reason other than Retirement, Disability or
                  death.

      A Non-Employee Director's right to exercise an Option will expire one year
after the Non-Employee Director's Termination of Service, unless the Committee
provides for a shorter or longer period in the Stock Option Agreement.


                     Section 8 -- AMENDMENTS AND TERMINATION

      8.1   Amendments and Termination.  The Committee may terminate, suspend,
amend or alter the Plan, but no action of the Committee may:

            (a)   Impair or adversely affect the rights of an Optionee under an
Option, without the Optionee's consent; or,

            (b)   Without the approval of the shareholders:

                  (i)   Increase the total amount of Stock which may be
                        delivered under the Plan pursuant to Incentive Stock
                        Options or the limit in Section 4.8 on grants to
                        individual Eligible Persons, except as is provided in
                        Section 3 of the Plan;

                  (ii)  Decrease the option price of any Incentive Stock Option
                        to less than the option price on the date the Option was
                        granted;

                  (iii) Extend the maximum Option Period, or

                  (iv)  Extend the period during which Incentive Stock Options
                        may be granted, as specified in Section 12.

      8.2 Conditions on Options. In granting an Option, the Committee may
establish any conditions that it determines are consistent with the purposes and
provisions of the Plan, including, without limitation, a condition that the
granting of an Option is subject to the surrender for cancellation of any or all
outstanding Options held by the Optionee. Any new Option made under this section
may contain such terms and conditions as the Committee may determine, including
an exercise price that is lower than that of any surrendered Option.

      8.3   Selective Amendments.  Any amendment or alteration of the Plan may
be limited to, or may exclude from its effect, particular classes of Optionees.


<PAGE>




                         Section 9 -- GENERAL PROVISIONS

      9.1 Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive compensation, and the Plan is not intended to
constitute a plan subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and shall not extend, with respect to any
payments not yet made to an Optionee, any rights that are greater than those of
a general creditor of the Company.

      9.2 Transfers, Leaves of Absence and Other Changes in Employment Status.
For purposes of the Plan (i) a transfer of an Employee from the Company to a
Subsidiary, or vice versa, or from one Subsidiary to another; or (ii) a leave of
absence, duly authorized in writing by the Company or a Subsidiary, for military
service or sickness, or for any other purpose approved by the Company or a
Subsidiary if the period of such leave does not exceed 90 days; or (iii) any
leave of absence in excess of 90 days approved by the Company, shall not be
deemed a Termination of Employment. The Committee, in its sole discretion
subject to the terms of the Stock Option Agreement, shall determine the
disposition of all Options made under the Plan in all cases involving any
substantial change in employment status other than as specified herein.

      9.3 Restrictions on Distribution of Stock. No shares shall be issued or
transferred pursuant to an Option unless the Committee determines, in its sole
discretion, that such issuance or transfer complies with all relevant provisions
of applicable securities and other laws and the requirements of any stock
exchange upon which the Company's shares may then be listed.

      9.4 Assignment Prohibited. Subject to the provisions of the Plan and the
Stock Option Agreement, no Option shall be assigned, transferred, pledged or
otherwise encumbered by the Optionee otherwise than by will or by the laws of
descent and distribution, and such Options shall be exercisable, during the
Optionee's lifetime, only by the Optionee. Options shall not be pledged or
hypothecated in any way, and shall not be subject to any execution, attachment,
or similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of an Option contrary to the provisions of the Plan, or the
levy of any process upon an Option, shall be null, void and without effect.

      9.5   Other Compensation Plans.  Nothing contained in the Plan shall
prevent the Company from adopting other compensation arrangements.

      9.6 Limitation of Authority. No person shall at any time have any right to
receive an Option hereunder and no person shall have authority to enter into an
agreement on behalf of the Company for the granting of an Option or to make any
representation or warranty with respect thereto, except as granted by the Board
or the Committee. Optionees shall have no rights in respect to any Option except
as set forth in the Plan and the applicable Stock Option Agreement.

      9.7 No Right to Employment or Directorship. Neither the action of the
Company in establishing the Plan, nor any action taken by it or by the Board or
the Committee under the Plan or any Stock Option Agreement, or any provision of
the Plan, shall be construed as giving to any person the right to be retained as
an Employee or Director of the Company or any Subsidiary.

      9.8 Change of Control. If granted by the Committee in the Stock Option
Agreement, in the event of a Change of Control, Options granted under the Plan
shall become exercisable in full whether or not otherwise exercisable at such
time, and any such Option shall remain exercisable in full thereafter until it
expires pursuant to its terms. In the event of a Change of Control, each
outstanding Option may be assumed or an equivalent option or right shall be
substituted by the successor corporation or a parent or subsidiary of such
successor corporation. If such successor corporation does not agree to assume
the outstanding Options or to substitute equivalent options or rights, then each
Option, at the direction and discretion of the Committee:

            (i)   may (subject to such conditions, if any, as the Committee
                  deems appropriate under the circumstances) be cancelled
                  unilaterally by the Company in exchange for (a) a transfer to
                  such Optionee of the number of whole shares of Stock, if any,
                  equal in Fair Market Value to the then-difference between the
                  exercise price of the Option and the Fair Market Value of the
                  Stock issuable upon the Option's exercise, or (b) a cash
                  payment equal in to the then-difference between the exercise
                  price of the Option and the Fair Market Value of the Stock
                  issuable upon the Option's exercise.

            (ii)  may be cancelled unilaterally by the Company if the exercise
                  price equals or exceeds the Fair Market Value of a share of
                  Stock on a date set by the Board.

      9.9   Option Period.  No Option granted under the Plan shall be
exercisable or payable more than 10 years from the date of grant.

      9.10 Not a Shareholder. The person or persons entitled to exercise, or who
have exercised, an Option shall not be entitled to any rights as a shareholder
of the Company with respect to any shares subject to the Option until such
person or persons shall have become the holder of record of such shares.

      9.11 Headings. The headings in this Plan have been inserted solely for
convenience of reference and shall not be considered in the interpretation or
construction of this Plan.

      9.12  Governing Law. The validity, interpretation, construction and
administration of this Plan shall be governed by the laws of the Commonwealth
of Kentucky.


                               Section 10 -- TAXES

      10.1 Tax Withholding. All Optionees shall make arrangements satisfactory
to the Committee to pay to the Company, at the time of exercise in the case of a
Nonqualified Stock Option, any federal, state or local taxes required to be
withheld with respect to such shares. If such Optionee shall fail to make such
tax payments as are required, the Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.

      10.2 Share Withholding. If permitted by the Committee, the tax withholding
obligation may be satisfied by the Company retaining shares of Stock with a Fair
Market Value (determined on the date the amount required to be withheld is
determined (the "Tax Date")) equal to the minimum amount required to be
withheld. Any Stock so withheld will not be counted against the number of shares
available for issuance under Section 3.1 of the Plan. Any surrender by a
Reporting Person of previously owned Stock to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3. All elections by an Optionee to have Stock withheld to
satisfy tax withholding obligations shall be made in writing in a form
acceptable to the Committee and shall be subject to the following restrictions:

            (i)   the election must be made on or prior to the applicable Tax
                  Date;

            (ii)  once made, the election shall be irrevocable as to the Option
                  or portion of an Option as to which the election is made; and

            (iii) all elections shall be subject to the consent or disapproval
                  of the Committee.


                      Section 11 -- EFFECTIVE DATE OF PLAN

      The Plan was effective September 29, 2000 (the "Original Effective Date")
and this amendment and restatement shall be effective on the date (the
"Effective Date") when the Committee adopts it.



                           Section 12 -- TERM OF PLAN

      Unless terminated earlier by the Committee, no Option shall be granted
under the Plan more than ten years after the Original Effective Date as defined
in Section 11.


<PAGE>


                                                                    EXHIBIT 5
May 21, 2002

Almost Family, Inc.
100 Mallard Creek Road, Suite 400
Louisville, Kentucky 40207

      Re:   2000 Amended and Restated Stock Option Plan

Ladies and Gentlemen:

      We have acted as counsel to Almost Family, Inc. (the "Company") in
connection with the registration of 500,000 shares (the "Shares") of the
Company's common stock covered by the Form S-8 Registration Statement filed by
the Company pursuant to the Securities Act of 1933, as amended (the "Act"), to
which this opinion is an exhibit, which Shares may be issued pursuant to the
Company's Amended and Restated 2000 Stock Option Plan (the "Plan").

      As such counsel, we have examined originals, or copies certified to our
satisfaction, of the Plan, the Company's Certificate of Incorporation and
Bylaws, such agreements, documents, certificates and other statements of
government officials and corporate officers and representatives, and other
papers as we have deemed relevant and necessary as a basis for our opinion. In
such examination we have assumed the genuineness of all documents submitted to
us as originals and the conformity with the original document of documents
submitted to us as copies. In addition, as to matters of fact only, we have
relied; to the extent we deemed such reliance proper, upon certificates and
other written statements of public officials and corporate officers of the
Company.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance in accordance with the
terms of the Plan, and when the Shares are issued, delivered and paid for, in
accordance with the terms of the Plan, they will be duly authorized, validly
issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement, including amendments thereto.

                                Very truly yours,


                                /s/ James A. Giesel
                                James A. Giesel, Member



<PAGE>

                                                                EXHIBIT 23.1


                    Consent of Independent Public Accountants



As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 28, 2002
included in the Almost Family, Inc. Form 10-K for the year ended December 31,
2001, and to all references to our firm included in this registration statement.


May 21, 2002                                    /s/ Arthur Andersen, LLP
                                                ------------------------
Louisville, Kentucky                              Arthur Andersen, LLP

<PAGE>


                                                                   EXHIBIT 99


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549

Re: Arthur Andersen LLP

Ladies and Gentlemen:

Our independent public accountant is Arthur Andersen LLP ("Andersen"). In
connection with their audit of the consolidated financial statements of Almost
Family, Inc. for the year ended December 31, 2001, Andersen has represented to
us that its audit was subject to Andersen's quality control system for the U.S.
accounting and auditing practice to provide reasonable assurance that the
engagement was conducted in compliance with professional standards and that
there was appropriate continuity of Andersen personnel working on the audit and
availability of national office consultation. Availability of personnel at
foreign affiliates of Andersen is not relevant to this audit.


Almost Family, Inc.
(Registrant)


By: /s/ C. Steven Guenthner
C. Steven Guenthner
Senior Vice President & Chief Financial Officer

May 21, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms8may20.txt", "description": "FORM S-8 MAY 20, 2002", "secsgml_size_bytes": 68254}]
{"company-data": {"conformed-name": "ALMOST FAMILY INC", "cik": "0000799231", "assigned-sic": "8300", "irs-number": "061153720", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88744", "film-number": "02658877"}, "business-address": {"street1": "100 MALLARD CREEK RD", "street2": "STE 400", "city": "LOUISVILLE", "state": "KY", "zip": "40207", "phone": "5028995355"}, "mail-address": {"street1": "100 MALLARD CREEK ROAD", "street2": "SUITE 400", "city": "LOUISVILLE", "state": "KY", "zip": "40207"}, "former-company": [{"former-conformed-name": "SENIOR SERVICE CORP", "date-changed": "19920123"}, {"former-conformed-name": "CARETENDERS HEALTH CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on May 21, 2002.

                                              Registration No. _______________

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

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

                                    ALMOST FAMILY, INC.
                    (Exact name of Company as specified in its charter)

Delaware                                               06-1153720
(State or other jurisdiction                          (I.R.S. Employee
of Incorporation or organization)                      Identification No.)

                        100 Mallard Creek Road, Suite 400
                           Louisville, Kentucky 40207
                     (Address of principal executive offices)
                            ---------------------

                   Almost Family, Inc. 2000 Stock Option Plan
                              (Full title of the plan)
                            ---------------------

William B. Yarmuth                                 Copy to:
President and Chief Executive Officer
Almost Family, Inc.                                James A. Giesel
100 Mallard Creek Road, Suite 400                  Frost Brown Todd LLC
Louisville, Kentucky 40207                         400 W. Market Street
(502) 899-5355                                     32nd Floor
(Name, address and telephone number,               Louisville,Kentucky
 Including area code, of agent for service)        40202-3363
                                                  (502) 589-5400

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

-------------------------------------------------------------------------------
                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
====================== ============== ============= =============== ===========
 Title of securities   Amount to be     Proposed      Proposed     Amount of
 To be registered       Registered      maximum       maximum      Registration
                                        offering      aggregate    fee
                                        price per     offering
                                        share         price
---------------------- -------------- ------------- --------------- -----------
   Common Stock,
 par value $.10 and       500,000
 associated rights(1)     Shares (2)     $9.70 (3)      $4,563,621       $420
---------------------- -------------- ------------- --------------- -----------

(1)   The Company's Rights under the Stockholder Protection Rights Agreement
      dated February 1, 1999 initially are carried and traded with the shares of
      Common Stock of the Company being registered hereunder. Value attributable
      to such Rights, if any, is reflected in the market price of the Common
      Stock.

(2)   Plus such additional shares as may become issuable by reason of the
      antidilution provisions of the Plan.

(3)   Estimated solely for the purpose of determining the registration fee.
      Pursuant to Rule 457(h)(1), a proposed offering price of $9.70, the
      average of the high and low prices on May 15, 2002 as reported by the
      Nasdaq SmallCap Market System, was used with respect to the 430,993
      ungranted shares. The average weighted exercise price of $5.55 with
      respect to the 69,007 shares subject to currently granted options was
      used.
PART I

Item 1.  Plan Information.

         The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents have been incorporated by reference in this
         Registration Statement:

         (a)The Registrant's Annual Report on Form 10-K, as amended, for the
            nine months ended December 31, 2001;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the annual
            report referred to in (a) above; and

         (c)The description of the Registrant's Common Stock, par value $0.10
            per share, contained in the Registration Statement on Form 8-A filed
            to register the Common Stock of the Registrant, as amended, and all
            amendments or reports filed for the purpose of updating such
            description prior to the termination of the offering of Common Stock
            thereby.

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

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law (DGCL) 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 a
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 his 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 such
person has been successful on the merits or claim, issue or matter therein, the
corporation must indemnify him against expenses (including attorneys' fees)
actually and reasonably incurred by him 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. The 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.

         Article 9 of the Company's Amended and Restated By-Laws provides:

            9.1   Right to Indemnification.

            (a) The Corporation shall indemnify any person who was or is a party
            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 the Corporation) by reason of the fact that such person is
            or was a director, officer, employee or agent of the Corporation, or
            is or was serving at the request of the Corporation as a director,
            officer, employee or agent of another corporation, partnership,
            joint venture, trust or other enterprise, against 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 if such person acted
            in good faith and in a 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, had no reasonable
            cause to believe such person's conduct was unlawful. The termination
            of any action, suit or proceeding by judgment, order, settlement,
            conviction, or upon a plea of nolo contendere or its equivalent,
            shall not, of itself, create a presumption that the person did not
            act in good faith and in a manner which 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,
            had reasonable cause to believe that such person's conduct was
            unlawful.

            (b) The Corporation shall indemnify any person who was or is a party
            or is threatened to be made a party to any threatened, pending or
            completed action or suit by or in the right of the Corporation to
            procure a judgment in its favor by reason of the fact that such
            person is or was a director, officer, employee or agent of the
            Corporation, or is or was serving at the request of the Corporation
            as a director, officer, employee or agent of the Corporation as a
            director, officer, employee or agent of another corporation,
            partnership, joint venture, trust or other enterprise against
            expenses (including attorneys' fees) actually and reasonably
            incurred by such person in connection with the defense or settlement
            of such action or suit if such person acted in good faith and in a
            manner such person reasonably believed to be in or not opposed to
            the best interests of the Corporation and except that no
            indemnification shall be made in respect to any claim, issue or
            matter as to which such person shall have been adjudged to be liable
            for negligence or misconduct in the performance of such person's
            duty to the Corporation unless and only to the extent that the Court
            of Chancery or the court in which such action or suit was brought
            shall determine upon application that, despite the adjudication of
            liability but in view of all the circumstances of the case, such
            person is fairly and reasonably entitled to indemnity for such
            expenses which the Court of Chancery or such other court shall deem
            proper.

            (c) To the extent that a director, officer, employee or agent of the
            Corporation has been successful on the merits or otherwise in
            defense of any action, suit or proceeding referred to in Subsections
            (a) and (b), or in defense of any claim, issue or matter therein,
            such director, officer, employee or agent shall be indemnified
            against expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection therewith.

            9.2   Procedure for Indemnification.

                  Any indemnification under Subsections (a) and (b) (unless
            ordered by a court) shall be made by the Corporation only as
            authorized in the specific case upon a determination that
            indemnification of the director, officer, employee or agent is
            proper in the circumstances because such person has met the
            applicable standard of conduct set forth in Subsections (a) and (b).
            Such determination shall be made (1) by the Board by a majority vote
            of a quorum consisting of directors who were not parties to such
            action, suit or proceeding, or (2) if such a quorum is not
            obtainable, or, even if obtainable a quorum of disinterested
            directors so directs, by independent legal counsel in a written
            opinion, or (3) by the stockbrokers.

            9.3   Advances for Expenses.

                  Expenses incurred in defending a civil or criminal action,
            suit or proceeding shall be paid by the Corporation in advance of
            the final disposition of such action, suit or proceeding as
            authorized by the Board in the specific case upon receipt of an
            undertaking by or on behalf of the director, officer, employee or
            agent to repay such amount. Such director, officer, employee or
            agent shall not repay the amount if it shall be ultimately
            determined that such person is entitled to be indemnified by this
            section.

            9.4   Other Rights; Continuation of Right to Indemnification.

                  The indemnification provided by this section shall not be
            deemed exclusive of any other rights to which those seeking
            indemnification may be entitled under any By-Law, agreement, vote of
            stockholders or disinterested directors or otherwise, both as to
            action in his official capacity and as to action in another capacity
            while holding such officer, and shall continue as to a person who
            has ceased to be a director, officer, employee or agent and shall
            inure to the benefit of the heirs, executors and administrators of
            such a person. For purposes of this section, references to "the
            Corporation" shall include, in addition to the Corporation, any
            constituent corporation (including any constituent of a constituent)
            absorbed in a consolidation or merger which, if its separate
            existence had continued, would have had power and authority to
            indemnify its directors, officers, and employees or agents, so that
            any person who is or was a director, officer, employee or agent of
            such constituent corporation, or is or was serving at the request of
            such constituent corporation as a director, officer, employee or
            agent of another corporation, partnership, joint venture, trust or
            other enterprise, shall stand in the same position under the
            provisions of this Section 9 with respect to the resulting or
            surviving corporation, as such person would if such person had
            served the resulting or surviving corporation in the same capacity.

            9.5   Insurance.

                  The Corporation is authorized, according to the discretion of
            the Board of Directors, to purchase and maintain insurance on behalf
            of any person who is or was a director, officer, employee or agent
            of the Corporation, or is or was serving at the request of the
            Corporation as a director, officer, employee or agent of another
            corporation, partnership, joint venture, trust or other enterprise
            against any liability asserted against such person and incurred by
            such person in any such capacity, or arising out of such person's
            status as such, whether or not the Corporation must indemnify such
            person against such liability under the provisions of this section.

         The Company maintains liability insurance coverage for its officers and
directors which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers with
respect to actions arising out of the performance of such officer's or
director's duty in his or her capacity as such.

Item 8.  Exhibits.

         Exhibit No.          Description of Exhibit

         4.1..................Almost Family, Inc. Amended and Restated 2000
                              Stock Option Plan.*

         4.2..................Stockholder Protection Rights Agreement dated
                              February 1,1999, between the Registrant and
                              Reliance Trust Company.Incorporated by reference
                              to Exhibit 4 to the Registrant's Current Report
                              on Form 8-K dated February 1, 1999.

         4.3                  Certificate of Incorporation, as amended,  of the
                              Registrant.  Exhibit No. 3.1 of the Registrant's
                              Annual Report on Form 10-K for the year ended
                              March 31, 1997, is hereby incorporated by
                              reference, along with the Agreement incorporated
                              herein at Exhibit 4.2.

         4.4..................Amended and Restated Bylaws of the Registrant.
                              Incorporated by reference to Exhibit 3 of the
                              Registrant's Current Report on Form 8-K dated
                              February 1, 1999.

         5....................Opinion of Frost Brown Todd LLC *

         23.1.................Consent of Arthur Andersen LLP *

         23.2.................Consent of Frost Brown Todd LLC (contained in
                              their opinion filed as Exhibit 5)

         24...................Powers of Attorney (included on the signature page
                              of this Registration Statement) *

         99                   Management's letter to the Securities and Exchange
                              Commission concerning Arthur Andersen LLP. *

         *....................Filed herewith.

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 of 1933;

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

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

                    Provided, however, that paragraphs A(1)(i) and A(1)(ii)
                    shall not apply if the information required to be included
                    in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed by the Registrant
                    pursuant to Section 13 or Section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in
                    this 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.

         B. The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's Annual Report pursuant to Section 13(a)
            or Section 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 this 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 of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the DGCL, the
            Amended and Restated Articles of Incorporation, as amended, and the
            Bylaws of the Registrant, or otherwise, the Registrant has been
            advised that in the opinion of the Securities and Exchange
            Commission such indemnification is against public policy as
            expressed in the Securities Act of 1933, and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than 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 of
            1933 and will be governed by the final adjudication of such issue.
SIGNATURES

      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 Louisville, Kentucky on this 21st day of May, 2002.

                                          By:   /s/ William B. Yarmuth
                                                ------------------------------
                                                William B. Yarmuth
                                                Chairman of the Board, President
                                                and Chief Executive Officer
                                               (Principal Executive Officer)

                                POWER OF ATTORNEY

      Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints William B. Yarmuth and C. Steven Guenthner, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him 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 all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, 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 and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutions, 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 dates indicated.

Signature                                Title                       Date

                           Chairman of the Board, President      May 21, 2002
/s/William B. Yarmuth         and Chief Executive Officer
---------------------      (Principal Executive Officer)
William B. Yarmuth

/s/ C. Steven Guenthner     Senior Vice President and Chief      May 21, 2002
-----------------------     Financial Officer (Chief Financial
C. Steven Guenthner          and Accounting Officer)f

/s/ Steven B. Bing                     Director                  May 21, 2002
------------------
Steven B. Bing

/s/ Donald G. McClinton                Director                  May 21, 2002
-----------------------
Donald G. McClinton

/s/ Tyree G. Wilburn                   Director                  May 21, 2002
--------------------
Tyree G. Wilburn

/s/ Jonathan Goldberg                  Director                  May 21, 2002
---------------------
Jonathan Goldberg

/s/ Wayne T. Smith                     Director                  May 21, 2002
------------------
Wayne T. Smith

/s/ W. Earl Reed III                   Director                  May 21, 2002
--------------------
W. Earl Reed III
- 12 -
                                  EXHIBIT INDEX

Exhibit Number                            Description of Exhibit

         4.1..................Almost Family, Inc. Amended and Restated 2000
                              Stock Option Plan.*

         4.2..................Stockholder Protection Rights Agreement dated
                              February 1, 1999, between the Registrant and
                              Reliance Trust Company. Incorporated by reference
                              to Exhibit 4 to the Registrant's Current Report on
                              Form 8-K dated February 1, 1999.

         4.3                  Certificate of Incorporation, as amended, of the
                              Registrant. Exhibit No. 3.1 of the Registrant's
                              Annual Report on Form 10-K for the year ended
                              March 31, 1997, is hereby incorporated by
                              reference, along with the Agreement incorporated
                              herein at Exhibit 4.2.

         4.4..................Amended and Restated Bylaws of the Registrant.
                              Incorporated by reference to Exhibit 3 of the
                              Registrant's Current Report on Form 8-K dated
                              February 1, 1999.

         5....................Opinion of Frost Brown Todd LLC *

         23.1.................Consent of Arthur Andersen LLP *

         23.2.................Consent of Frost Brown Todd LLC (contained in
                              their opinion filed as Exhibit 5)

         24...................Powers of Attorney (included on the signature page
                              of this Registration Statement) *

         99                   Management's letter to the Securities and Exchange
                              Commission concerning Arthur Andersen LLP. *

         *....................Filed herewith.
EXHIBIT 4.1

                               ALMOST FAMILY, INC.
                              AMENDED AND RESTATED
                                      2000
                                STOCK OPTION PLAN

      Almost Family, Inc. (the "Company") hereby amends and restates its 2000
Stock Option Plan (the "Plan").

                              Section 1 -- PURPOSE

      The Company adopted the Plan to, among other things, (a) increase the
profitability and growth of the Company; (b) provide competitive compensation
while obtaining the benefits of tax deferral; (c) attract and retain exceptional
personnel and encourage excellence in the performance of individual
responsibilities; and (d) motivate key employees to contribute to the Company's
success. The Company now amends and restates the Plan to allow options to be
issued to non-employee directors.

                            Section 2 -- DEFINITIONS

      For purposes of the Plan, the following terms shall have the meanings
below unless the context clearly indicates otherwise:

      2.1..."Board" shall mean the Board of Directors of the Company.

      2.2..."Change of Control" of the Company shall mean (i) the acquisition of
the power to direct, or cause the direction of, the management and policies of
the Company by a person (not previously possessing such power), acting alone or
in conjunction with others, whether through the ownership of Stock, by contract
or otherwise, or (ii) the acquisition, directly or indirectly, of the power to
vote more than 25% of the outstanding Stock, by any person or by two or more
persons acting together, except an acquisition from the Company or an
acquisition by the Company, the Company's management, or by a Company sponsored
employee benefit plan, or (iii) the business of the Company is disposed of
pursuant to a partial or complete liquidation, sale of assets, or otherwise. For
purposes of this Section 2.2, the term "person" means a natural person,
corporation, limited liability company, partnership, joint venture, trust,
government or instrumentality of the government, and customary agreements with
or between underwriters and selling group members with respect to a bona fide
public offering of the Stock or any other class of common stock of the Company
shall be disregarded.
2.3..."Chairman" shall mean the Chairman of the Committee.

      2.4..."Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

      2.5..."Committee" shall mean the Compensation Committee appointed by the
Board from time to time pursuant to Section 4.1, which shall administer the
Plan. In the event of any Committee action with regard to Options held by or an
Option grant to a member of the Committee, that member shall abstain from such
action.

      2.6..."Director" means a voting member of the Board, excluding any person
who serves solely in an advisory capacity or as a director emeritus.

      2.7..."Disability" shall mean a permanent disability within the meaning of
Section 22(e) of the Code.

      2.8 "Eligible Person" means a Non-Employee Director or Employee who is
eligible to be granted an Option under the Plan.

      2.9 "Employee" shall mean an employee of the Company or any of its
Subsidiaries who has been designated by the Committee, under the criteria in
Section 5, as eligible to participate in the Plan.

      2.10 "Fair Market Value" shall mean, as of any date, the fair market value
of Stock determined as follows:

             (i) If the Stock is listed on any established stock exchange or a
national market system including without limitation the National Market of the
National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq")
System, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported), as quoted on such system or
exchange, or the exchange with the greatest volume of trading in Stock for the
last market trading day prior to the time of determination, as reported in The
Wall Street Journal or such other source as the Committee deems reliable; or

            (ii) In the absence of an established market for the Stock, the Fair
Market Value thereof shall be the price which the Committee, acting in good
faith determines through any reasonable valuation method that a share of Stock
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts.

      2.11 "Incentive Stock Option" shall mean an option to purchase Stock
granted under Section 6 of the Plan which is designated by the Committee as an
Incentive Stock Option and is intended to meet the requirements of Section 422
of the Code.

      2.12 "Named Executive" means any individual who, on the last day of the
Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four most highly compensated officers of
the Company (other than the chief executive officer). Such officer status shall
be determined pursuant to the executive compensation disclosure rules under the
Securities Exchange Act of 1934 (the "Exchange Act").

      2.13 "Non-Employee Director" means a Director who is not a current or
former employee or officer of the Company or a Subsidiary and who does not
receive any remuneration from the Company or any Subsidiary for service to the
Company or a Subsidiary in any capacity other than as a Director.

      2.14 "Nonqualified Stock Option" shall mean an option to purchase Stock
granted under Section 6 of the Plan which is not intended to be an Incentive
Stock Option.

      2.15  "Option" shall mean an Incentive Stock Option or a Nonqualified
Stock Option.

      2.16 "Option Period" shall mean the period from the date of the grant of
an Option to the date when the period for exercise of an Option expires as
stated in the terms of the Stock Option Agreement.

      2.17 "Optionee" shall mean a Non-Employee Director or Employee who has
been granted an Option to purchase shares of Stock under the provisions of the
Plan.

      2.18  "Plan" shall mean this Almost Family, Inc. 2000 Stock Option Plan.

      2.19 "Reporting Person" means an Officer, Director, or greater than 10%
stockholder of the Company within the meaning of Rule 16a-2 under the Exchange
Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange
Act.

      2.20 "Retirement" shall mean Termination of Employment with the Company or
any of its Subsidiaries after attaining age 65 (or earlier with the Company's or
the Subsidiary's consent).

      2.21 "Stock" shall mean the Company's voting common stock of $0.10 par
value per share.

      2.22 "Stock Option Agreement" shall mean an agreement between an Optionee
and the Company covering the specific terms and conditions of an Option.

      2.23 "Subsidiary" or "Subsidiaries" shall mean any corporation which at
the time qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" in Section 424(f) of the Code.

      2.24  "Termination" shall mean:

            (a) "Termination of Employment," which shall be deemed to have
occurred at the close of business on the last day on which an Employee is
carried as an active employee on the records of the Company or any of its
Subsidiaries. The Committee shall determine whether an authorized leave of
absence, or other absence on military or government service, constitutes
severance of the employment relationship between the Company or a Subsidiary and
the Employee; and

            (b) "Termination of Service," which shall be deemed to have occurred
at the close of business on the last day on which a Director serves as a
Director of the Company.

                     Section 3 -- STOCK SUBJECT TO THE PLAN

      3.1 Authorized Stock. Subject to adjustment as provided in this Section,
the aggregate number of shares of Stock subject to an Option under the Plan
shall be 500,000 shares of Stock. Stock delivered under the Plan may consist, in
whole or in part, of authorized and unissued shares or shares acquired from
shareholders upon such terms as the Board deems appropriate for reserve in
connection with exercises hereunder.

      3.2 Effect of Expirations. If any Option granted under the Plan expires or
terminates without exercise, the Stock no longer subject to such Option shall be
available to be re-awarded under the Plan.

      3.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company or any other increase or decrease in the number of
issued shares of Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration", an
appropriate and proportionate adjustment shall be made by the Committee in the
number and kind of shares which may be delivered under the Plan, and in the
number and kind of or price of shares subject to outstanding Options; provided
that the number of shares subject to any Option shall always be a whole number.
If any adjustment under this Section would create a fractional share of Stock or
a right to acquire a fractional share of Stock, such fractional share shall be
disregarded and the number of shares of Stock reserved under this Plan and the
number subject to any Options granted under this Plan shall be the next lower
number of shares of Stock, rounding all fractions downward. Any adjustment of an
Incentive Stock Option under this Section shall be made in such a manner so as
not to constitute a "modification" within the meaning of Section 424(h) of the
Code. If the Company shall at any time merge, consolidate with or into another
corporation or association, or enter into a statutory share exchange or any
other similar transaction in which shares of Stock are converted as a matter of
law into securities and/or other property, except as provided in Section 9.8,
each Optionee will thereafter receive, upon the exercise of an Option, the
securities or property to which a holder of the number of shares of Stock then
deliverable upon the exercise of such Option would have been entitled if such
Option had been exercised immediately prior to such merger, consolidation, or
share exchange and the Company shall take such steps in connection with such
merger, consolidation or share exchange as may be necessary to assure that the
provisions of this Plan shall thereafter be applicable, as nearly as is
reasonably possible, in relation to any securities or property thereafter
deliverable upon the exercise of such Option. A sale of all or substantially all
the assets of the Company for a consideration (apart from the assumption of
obligations) consisting primarily of securities shall be deemed a merger or
consolidation for the foregoing purposes.

                           Section 4 -- ADMINISTRATION

      4.1 Committee Governance. This Plan shall be administered by the Committee
which shall consist of three or more Non-Employee Directors appointed by the
Board, and in a manner that shall permit Options to qualify for the exemption
set forth in Rule 16b-3 under the Exchange Act and as performance-based
compensation under Section 162(m) of the Code. The number of members of the
Committee shall be determined by the Board. The Board shall add or remove
members from the Committee as it sees fit, and vacancies shall be filled by the
Board. The Committee shall select one of its members as the chairperson of the
Committee and shall hold meetings at such times and places as it may determine.
The Committee may appoint a secretary and, subject to the provisions of the Plan
and to policies determined by the Board, may make such rules and regulations for
the conduct of its business, as it shall deem advisable. Written action of the
Committee may be taken by a majority of its members, and actions so taken shall
be fully effective as if taken by a vote of a majority of the members at a
meeting duly called and held. A majority of Committee members shall constitute a
quorum for purposes of meeting. The act of a majority of the members present at
any meeting for which there is a quorum shall be a valid act of the Committee.

      4.2 Committee to Interpret Plan. Subject to the express terms and
conditions of the Plan, the Committee shall have sole power (i) to construe and
interpret the Plan; (ii) to establish, amend or waive rules for its
administration; (iii) to determine and accelerate the exercisability of any
Option; (iv) to correct inconsistencies in the Plan or in any Stock Option
Agreement, or any other instrument relating to an Option; and (v) subject to the
provisions of Section 8, to amend the terms and conditions of any outstanding
Option, to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan. Notwithstanding the foregoing, no action of
the Board or the Committee may, without the consent of the person or persons
entitled to exercise any outstanding Option, adversely affect the rights of such
person or persons.

      4.3 Exculpation. No member of the Board or the Committee shall be liable
for actions or determinations made in good faith with respect to the Plan, or
for awards under it.

      4.4 Selection of Optionees. The Committee shall have the authority to
grant Options from time to time to such Eligible Persons as may be selected by
it in its sole discretion.

      4.5 Decisions Binding. All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan, including factual
interpretations, shall be final, conclusive and binding on all persons,
including the Company, its shareholders, Eligible Persons, Optionees and their
estates and beneficiaries.

      4.6 Administration With Respect to Reporting Persons. With respect to
Options granted to Reporting Persons and Named Executives, the Plan shall be
administered so as to permit such Options to qualify for the exemption set forth
in Rule 16b-3 and to qualify as performance-based compensation under Section
162(m) of the Code.

      4.7 Stock Option Agreements. Each Option granted to an Eligible Person
under Section 6 of the Plan shall be evidenced by a Stock Option Agreement which
shall be signed by the Chief Executive Officer or Secretary of the Company, as
authorized by the Committee and by the Optionee, and shall contain such terms
and conditions as may be approved by the Committee, which need not be the same
in all cases. Any Stock Option Agreement may be supplemented or amended in
writing from time to time as approved by the Committee, provided that the terms
of such Agreements as amended or supplemented, as well as the terms of the
original Stock Option Agreement, are not inconsistent with the provisions of the
Plan. An Eligible Person who receives an Option under the Plan shall not, with
respect to the Option, be deemed to have become an Optionee, or to have any
rights with respect to the Option, unless and until the Eligible Person has
executed a Stock Option Agreement or other instrument evidencing the Option and
shall have delivered an executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of the Option. The Committee
may condition any Option grant upon the agreement by the Eligible Person to such
confidentiality, non-competition and non-solicitation covenants as the Committee
deems appropriate.

      4.8   Limitations on Options.
            ----------------------

      (a) Subject to adjustment as provided in Section 3.3, the maximum number
of shares of Stock that may be issued pursuant to Options under the Plan to any
one Eligible Person during any one fiscal year of the Company shall not exceed
200,000 shares (as adjusted under Section 3.3). Such limit shall not be adjusted
to restore shares of Stock with respect to which the related Option is
terminated, surrendered or cancelled.

       (b) No part an Option may be exercised to the extent the exercise
would cause the Optionee to have compensation from the Company and its
affiliated companies for any year in excess of $1 million and which is
nondeductible by the Company and its affiliated companies pursuant to Code
Section 162(m). Any portion of an Option not exercisable because of this
limitation shall continue to be exercisable in any subsequent year in which the
exercise would not cause the loss of the Company's or its affiliated companies'
compensation tax deduction, provided such exercise occurs before lapse of the
Option, and otherwise complies with the terms and conditions of the Plan and
Stock Option Agreement. Notwithstanding the foregoing, the Board may waive
application of this Section 4.8 to any Optionee in its discretion.

                            Section 5 -- ELIGIBILITY

      Non-Employee Directors and Employees of the Company and any of its
Subsidiaries who are expected to contribute substantially to the growth and
profitability of the Company and its Subsidiaries are eligible for selection by
the Committee under Section 4.4 to receive Options.

                          Section 6 -- GRANT OF OPTIONS

      6.1 Grant. Both Incentive Stock Options and Nonqualified Stock Options may
be granted under the Plan. If an Option is designated as an Incentive Stock
Option but does not qualify as such under Section 422 of the Code, the Option
(or portion thereof) shall be treated as a Nonqualified Stock Option, and
governed by Section 83 of the Code. All Options granted under the Plan shall be
evidenced by a Stock Option Agreement in such form as the Committee may from
time to time approve. All Options granted to Non-Employee Directors pursuant to
this Section 6 are Nonqualified Stock Options and are governed by Section 83 of
the Code. All Options are subject to the terms and conditions of this Section 6
and such additional terms and conditions contained in the Stock Option
Agreement, which need not be the same in each case (but not inconsistent with
the provisions of the Plan) as the Committee finds desirable.

      6.2 Option Price. The purchase price per share of Stock covered by an
Option shall be determined by the Committee but shall not be less than 100% of
the Fair Market Value of such Stock on the date the Option is granted. An
Incentive Stock Option granted to any person who, at the time the Option is
granted, owns or is deemed to own within the meaning of Section 424(d) of the
Code, stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or any Subsidiary, shall have
an exercise price which is at least 110% of the Fair Market Value of the Stock
subject to the Option.

      6.3 Option Period. The Option Period shall be determined by the Committee,
and unless otherwise specifically provided in the Stock Option Agreement, no
Option shall be exercisable later than ten years from the date of grant.
Notwithstanding the foregoing, in the case of an Optionee owning (within the
meaning of Section 424(d) of the Code), at the time an Incentive Stock Option is
granted, more than 10% of the total combined voting power of all classes of
stock of the Company or any Subsidiary, such Incentive Stock Option shall not be
exercisable later than five years from the date of grant. Options may expire
prior to the end of the Option Period due to the Optionee's Termination, as
provided in Section 7, or in accordance with any provision of the Stock Option
Agreement. No Option may be exercised at any time unless such Option is valid
and outstanding as provided in this Plan.

      6.4 Limitation on Amount of Incentive Stock Options. The aggregate Fair
Market Value (determined as of the time the Option is granted) of the Stock with
respect to which an Optionee's Incentive Stock Options are exercisable for the
first time during any calendar year (under this and all other stock option plans
of the Company, any Subsidiary or any parent corporation) shall not exceed
$100,000. Options or portions of Options exercisable as a result of acceleration
under Section 9.8 in excess of the $100,000 limit described herein shall be
treated as a Nonqualified Stock Option for tax purposes.

      6.5 Nontransferability of Options. No Option shall be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution, and
such option shall be exercisable, during the Optionee's lifetime, only by the
Optionee.

                        SECTION 7 -- EXERCISE OF OPTIONS

      7.1 Exercise. An Option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the Option may be exercised at a
particular time and to such other conditions (e.g., exercise could be
conditioned on performance) as the Committee in its discretion may specify upon
granting an Option to an Eligible Person or as otherwise provided in this
Section 7.

      7.2 Method of Exercise. To exercise an Option, the Optionee or the other
person(s) entitled to exercise the Option shall give written notice of exercise
to the Committee, specifying the number of full shares of Stock to be purchased.
Such notice shall be accompanied by payment in full in cash for the Stock being
purchased plus, in the case of Nonqualified Stock Options, any required
withholding tax as provided in Section 10. If permitted by the Committee, in its
sole discretion, payment in full or in part may be made in the form of Stock
owned by the Optionee for at least 6 months (based on the Fair Market Value of
the Stock on the date the Option is exercised) evidenced by negotiable Stock
certificates registered either in the sole name of the Optionee or the names of
the Optionee and spouse, or by any combination of cash or shares of Stock. No
shares of Stock shall be issued unless the Optionee has fully complied with the
provisions of this Section 7.2.

      7.3 Termination. After an Eligible Person's Termination, an Option may be
exercised, subject to adjustment as provided in Section 3.3 or 9.8, only with
respect to the number of shares of Stock which the Eligible Person could have
acquired by an exercise of the Option immediately before the Termination but in
no event after the expiration date of the Option as specified in the applicable
Stock Option Agreement. Except to the extent shorter or longer periods are
provided in the Stock Option Agreement by the Committee, an Employee's right to
exercise an Option shall terminate:

            (a)   At the expiration of three months (Incentive Stock Options) or
                  one year (Nonqualified Stock Options) after the Employee's
                  Retirement; provided, however, if an Incentive Stock Option is
                  not exercised after three months, it will remain exercisable
                  until one year following the Employee's Retirement and be
                  treated as a Nonqualified Stock Option for purposes of the
                  Plan when it is exercised; or

            (b)   At the expiration of one year in the event of Disability of
                  the Employee; or

            (c)   At the expiration of one year after the Employee's death if
                  the Employee's Termination occurs by reason of death; any
                  Option exercised under this subparagraph (iii) may be
                  exercised in full by the legal representative of the estate of
                  the Employee or by the person or persons who acquire the right
                  to exercise such Option by bequest or inheritance; or

            (d)   No later than three months after the Employee's Termination of
                  Employment for any reason other than Retirement, Disability or
                  death.

      A Non-Employee Director's right to exercise an Option will expire one year
after the Non-Employee Director's Termination of Service, unless the Committee
provides for a shorter or longer period in the Stock Option Agreement.

                     Section 8 -- AMENDMENTS AND TERMINATION

      8.1   Amendments and Termination.  The Committee may terminate, suspend,
amend or alter the Plan, but no action of the Committee may:

            (a)   Impair or adversely affect the rights of an Optionee under an
Option, without the Optionee's consent; or,

            (b)   Without the approval of the shareholders:

                  (i)   Increase the total amount of Stock which may be
                        delivered under the Plan pursuant to Incentive Stock
                        Options or the limit in Section 4.8 on grants to
                        individual Eligible Persons, except as is provided in
                        Section 3 of the Plan;

                  (ii)  Decrease the option price of any Incentive Stock Option
                        to less than the option price on the date the Option was
                        granted;

                  (iii) Extend the maximum Option Period, or

                  (iv)  Extend the period during which Incentive Stock Options
                        may be granted, as specified in Section 12.

      8.2 Conditions on Options. In granting an Option, the Committee may
establish any conditions that it determines are consistent with the purposes and
provisions of the Plan, including, without limitation, a condition that the
granting of an Option is subject to the surrender for cancellation of any or all
outstanding Options held by the Optionee. Any new Option made under this section
may contain such terms and conditions as the Committee may determine, including
an exercise price that is lower than that of any surrendered Option.

      8.3   Selective Amendments.  Any amendment or alteration of the Plan may
be limited to, or may exclude from its effect, particular classes of Optionees.
Section 9 -- GENERAL PROVISIONS

      9.1 Unfunded Status of Plan. The Plan is intended to constitute an
"unfunded" plan for incentive compensation, and the Plan is not intended to
constitute a plan subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and shall not extend, with respect to any
payments not yet made to an Optionee, any rights that are greater than those of
a general creditor of the Company.

      9.2 Transfers, Leaves of Absence and Other Changes in Employment Status.
For purposes of the Plan (i) a transfer of an Employee from the Company to a
Subsidiary, or vice versa, or from one Subsidiary to another; or (ii) a leave of
absence, duly authorized in writing by the Company or a Subsidiary, for military
service or sickness, or for any other purpose approved by the Company or a
Subsidiary if the period of such leave does not exceed 90 days; or (iii) any
leave of absence in excess of 90 days approved by the Company, shall not be
deemed a Termination of Employment. The Committee, in its sole discretion
subject to the terms of the Stock Option Agreement, shall determine the
disposition of all Options made under the Plan in all cases involving any
substantial change in employment status other than as specified herein.

      9.3 Restrictions on Distribution of Stock. No shares shall be issued or
transferred pursuant to an Option unless the Committee determines, in its sole
discretion, that such issuance or transfer complies with all relevant provisions
of applicable securities and other laws and the requirements of any stock
exchange upon which the Company's shares may then be listed.

      9.4 Assignment Prohibited. Subject to the provisions of the Plan and the
Stock Option Agreement, no Option shall be assigned, transferred, pledged or
otherwise encumbered by the Optionee otherwise than by will or by the laws of
descent and distribution, and such Options shall be exercisable, during the
Optionee's lifetime, only by the Optionee. Options shall not be pledged or
hypothecated in any way, and shall not be subject to any execution, attachment,
or similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of an Option contrary to the provisions of the Plan, or the
levy of any process upon an Option, shall be null, void and without effect.

      9.5   Other Compensation Plans.  Nothing contained in the Plan shall
prevent the Company from adopting other compensation arrangements.

      9.6 Limitation of Authority. No person shall at any time have any right to
receive an Option hereunder and no person shall have authority to enter into an
agreement on behalf of the Company for the granting of an Option or to make any
representation or warranty with respect thereto, except as granted by the Board
or the Committee. Optionees shall have no rights in respect to any Option except
as set forth in the Plan and the applicable Stock Option Agreement.

      9.7 No Right to Employment or Directorship. Neither the action of the
Company in establishing the Plan, nor any action taken by it or by the Board or
the Committee under the Plan or any Stock Option Agreement, or any provision of
the Plan, shall be construed as giving to any person the right to be retained as
an Employee or Director of the Company or any Subsidiary.

      9.8 Change of Control. If granted by the Committee in the Stock Option
Agreement, in the event of a Change of Control, Options granted under the Plan
shall become exercisable in full whether or not otherwise exercisable at such
time, and any such Option shall remain exercisable in full thereafter until it
expires pursuant to its terms. In the event of a Change of Control, each
outstanding Option may be assumed or an equivalent option or right shall be
substituted by the successor corporation or a parent or subsidiary of such
successor corporation. If such successor corporation does not agree to assume
the outstanding Options or to substitute equivalent options or rights, then each
Option, at the direction and discretion of the Committee:

            (i)   may (subject to such conditions, if any, as the Committee
                  deems appropriate under the circumstances) be cancelled
                  unilaterally by the Company in exchange for (a) a transfer to
                  such Optionee of the number of whole shares of Stock, if any,
                  equal in Fair Market Value to the then-difference between the
                  exercise price of the Option and the Fair Market Value of the
                  Stock issuable upon the Option's exercise, or (b) a cash
                  payment equal in to the then-difference between the exercise
                  price of the Option and the Fair Market Value of the Stock
                  issuable upon the Option's exercise.

            (ii)  may be cancelled unilaterally by the Company if the exercise
                  price equals or exceeds the Fair Market Value of a share of
                  Stock on a date set by the Board.

      9.9   Option Period.  No Option granted under the Plan shall be
exercisable or payable more than 10 years from the date of grant.

      9.10 Not a Shareholder. The person or persons entitled to exercise, or who
have exercised, an Option shall not be entitled to any rights as a shareholder
of the Company with respect to any shares subject to the Option until such
person or persons shall have become the holder of record of such shares.

      9.11 Headings. The headings in this Plan have been inserted solely for
convenience of reference and shall not be considered in the interpretation or
construction of this Plan.

      9.12  Governing Law. The validity, interpretation, construction and
administration of this Plan shall be governed by the laws of the Commonwealth
of Kentucky.

                               Section 10 -- TAXES

      10.1 Tax Withholding. All Optionees shall make arrangements satisfactory
to the Committee to pay to the Company, at the time of exercise in the case of a
Nonqualified Stock Option, any federal, state or local taxes required to be
withheld with respect to such shares. If such Optionee shall fail to make such
tax payments as are required, the Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.

      10.2 Share Withholding. If permitted by the Committee, the tax withholding
obligation may be satisfied by the Company retaining shares of Stock with a Fair
Market Value (determined on the date the amount required to be withheld is
determined (the "Tax Date")) equal to the minimum amount required to be
withheld. Any Stock so withheld will not be counted against the number of shares
available for issuance under Section 3.1 of the Plan. Any surrender by a
Reporting Person of previously owned Stock to satisfy tax withholding
obligations arising upon exercise of this Option must comply with the applicable
provisions of Rule 16b-3. All elections by an Optionee to have Stock withheld to
satisfy tax withholding obligations shall be made in writing in a form
acceptable to the Committee and shall be subject to the following restrictions:

            (i)   the election must be made on or prior to the applicable Tax
                  Date;

            (ii)  once made, the election shall be irrevocable as to the Option
                  or portion of an Option as to which the election is made; and

            (iii) all elections shall be subject to the consent or disapproval
                  of the Committee.

                      Section 11 -- EFFECTIVE DATE OF PLAN

      The Plan was effective September 29, 2000 (the "Original Effective Date")
and this amendment and restatement shall be effective on the date (the
"Effective Date") when the Committee adopts it.

                           Section 12 -- TERM OF PLAN

      Unless terminated earlier by the Committee, no Option shall be granted
under the Plan more than ten years after the Original Effective Date as defined
in Section 11.
EXHIBIT 5
May 21, 2002

Almost Family, Inc.
100 Mallard Creek Road, Suite 400
Louisville, Kentucky 40207

      Re:   2000 Amended and Restated Stock Option Plan

Ladies and Gentlemen:

      We have acted as counsel to Almost Family, Inc. (the "Company") in
connection with the registration of 500,000 shares (the "Shares") of the
Company's common stock covered by the Form S-8 Registration Statement filed by
the Company pursuant to the Securities Act of 1933, as amended (the "Act"), to
which this opinion is an exhibit, which Shares may be issued pursuant to the
Company's Amended and Restated 2000 Stock Option Plan (the "Plan").

      As such counsel, we have examined originals, or copies certified to our
satisfaction, of the Plan, the Company's Certificate of Incorporation and
Bylaws, such agreements, documents, certificates and other statements of
government officials and corporate officers and representatives, and other
papers as we have deemed relevant and necessary as a basis for our opinion. In
such examination we have assumed the genuineness of all documents submitted to
us as originals and the conformity with the original document of documents
submitted to us as copies. In addition, as to matters of fact only, we have
relied; to the extent we deemed such reliance proper, upon certificates and
other written statements of public officials and corporate officers of the
Company.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance in accordance with the
terms of the Plan, and when the Shares are issued, delivered and paid for, in
accordance with the terms of the Plan, they will be duly authorized, validly
issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement, including amendments thereto.

                                Very truly yours,

                                /s/ James A. Giesel
                                James A. Giesel, Member
EXHIBIT 23.1

                    Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 28, 2002
included in the Almost Family, Inc. Form 10-K for the year ended December 31,
2001, and to all references to our firm included in this registration statement.

May 21, 2002                                    /s/ Arthur Andersen, LLP
                                                ------------------------
Louisville, Kentucky                              Arthur Andersen, LLP
EXHIBIT 99

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549

Re: Arthur Andersen LLP

Ladies and Gentlemen:

Our independent public accountant is Arthur Andersen LLP ("Andersen"). In
connection with their audit of the consolidated financial statements of Almost
Family, Inc. for the year ended December 31, 2001, Andersen has represented to
us that its audit was subject to Andersen's quality control system for the U.S.
accounting and auditing practice to provide reasonable assurance that the
engagement was conducted in compliance with professional standards and that
there was appropriate continuity of Andersen personnel working on the audit and
availability of national office consultation. Availability of personnel at
foreign affiliates of Andersen is not relevant to this audit.

Almost Family, Inc.
(Registrant)

By: /s/ C. Steven Guenthner
C. Steven Guenthner
Senior Vice President & Chief Financial Officer

May 21, 2002