<PAGE>
 
         As filed with the Securities and Exchange Commission on August 13, 1998
                                               Registration Statement No. 333-__
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                                        
                               3300 AEGON CENTER
                            400 WEST MARKET STREET
                          LOUISVILLE, KENTUCKY  40202
                   (Address of Principal Executive Offices)

                        THERATX RETIREMENT SAVINGS PLAN
                           (Full title of the plan)

                                 JILL L. FORCE
                    Senior Vice President, General Counsel
                            and Assistant Secretary
                                 Vencor, Inc.
                               3300 Aegon Center
                            400 West Market Street
                          Louisville, Kentucky  40202
                    (Name and address of agent for service)
                                (502) 596-7300
                    (Telephone number, including area code,
                             of agent for service)
                                   ________
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
<S>                      <C>             <C>                  <C>                    <C>
                                         Proposed             Proposed maximum
Title of securities      Amount to be    maximum offering     aggregate offering     Amount of
to be registered         registered      price per share(1)   price(1)               registration fee
=======================  ==============  ================     ==================     ================
Common Stock, par        940,000 shares     $4.09375             $3,848,125            $1,135.20
value $0.25 per share
</TABLE>
 
(1)  Estimated solely for the purpose of calculating the registration fee.  This
     estimate has been calculated in accordance with Rule 457(h) of the
     Securities Act of 1933, as amended, and is based on the average of the high
     and low prices per share as reported on the New York Stock Exchange on
     August 10, 1998.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the TheraTx Retirement Savings
     Plan described herein.
<PAGE>
 
                                    PART II
                                    -------

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

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
------    ----------------------------------------

          The following documents filed by Vencor, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (Comm. File No. 001-14057)
are incorporated into this Registration Statement by reference:

          (a)  The Company's Form 10, as amended, dated April 27, 1998.

          (b)  The Company's Current Report on Form 8-K dated April 30, 1998.

          (c)  The Company's Current Report on Form 8-K dated June 18, 1998.

          (d)  The Company's Current Report on Form 8-K dated July 15, 1998.


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

Item 4.   DESCRIPTION OF SECURITIES.
-------   --------------------------

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------   ---------------------------------------

          Jill L. Force is Senior Vice President, General Counsel and Assistant
Secretary of the Company.  Jill L. Force beneficially owns approximately 123,587
shares of the Company's common stock, par value $.25 per share and 50,973 shares
of the Company's 6% Series A Non-Voting Convertible Preferred Stock.  Ms. Force
is rendering the opinion as to the validity of the securities being registered
hereunder.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------   ------------------------------------------

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

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

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

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

                                       3
<PAGE>
 
          Pursuant to the Company's Restated By-laws , if a claim is not paid in
full by the Company after a written claim has been received by the Company, the
Claimant may bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the Claimant will also be entitled
to be paid the expense of prosecuting such claim.

          The Company's Restated By-laws provide that the right to
indemnification and the payment of expenses incurred in defending a Proceeding
in advance of its final disposition conferred in the Company's By-laws will not
be exclusive of any other right which any person may have or may in the future
acquire under any statute, provision of the Company's Restated Certificate of
Incorporation, the Company's Restated By-laws, agreement, vote of stockholders
or disinterested directors or otherwise. The Company currently has in effect
officers and directors liability insurance policies. These policies cover any
negligent act, error or omission of a director or officer, subject to certain
exclusions. The limit of liability under these policies is $40 million in the
aggregate annually for coverages in excess of deductibles.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
-------   ------------------------------------


          Not Applicable.

ITEM 8.   EXHIBITS.
-------   ---------

          The following exhibits are filed as part of this Registration
          Statement:

          4.1   Restated Certificate of Incorporation of the Company. Exhibit
                3.1 to the Company's Form 10, as amended, dated April 27, 1998
                (Comm. File No. 001-14057) is hereby incorporated by reference.

          4.2   Amended and Restated Bylaws of the Company. Exhibit 3.2 to the
                Company's Form 10, as amended, dated April 27, 1998 (Comm. File
                No. 001-14057) is hereby incorporated by reference.

          5.1   Opinion of Jill L. Force.

          23.1  Consent of Ernst & Young, LLP.

          23.2  Consent of Jill L. Force (included in Exhibit 5).

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

          In reference to Exhibit 5.1, the Company undertakes that it will
submit the TheraTx Retirement Savings Plan to the Internal Revenue Service (the
"IRS") in order to qualify the Plan under Section 401 of the Internal Revenue
Code, as amended, and will make all changes required by the IRS in order to
qualify the Plan.

                                       4
<PAGE>
 
ITEM 9.   UNDERTAKINGS.
-------   -------------


          (a)   The undersigned Company hereby undertakes:


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

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;
                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in aggregate,
                          represent a fundamental change in the information set
                          forth in the Registration Statement;

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

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                this Item 9 do not apply if the information required to be
                included in the post-effective amendment by those paragraphs is
                contained in periodic reports filed by the Company pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 that are incorporated by reference in the Registration
                Statement.

                (2) That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

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

          (b)   The undersigned Company hereby undertakes that, for purposes of
                determining any liability under the Securities Act of 1933, each
                filing of Company's annual report pursuant to Section 13(a) or
                15(d) of the Securities Exchange Act of 1934 (and, where
                applicable, each filing of an employee benefit plan's annual
                report pursuant to Section 15(d) of the Securities Exchange Act
                of 1934) that is incorporated by reference in the Registration
                Statement shall be deemed to be a new registration statement
                relating to the securities offered therein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

                Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the Company pursuant to the foregoing
                provisions, or otherwise, the Company has been advised that in
                the opinion of the Securities and Exchange Commission such
                indemnification is against public policy as expressed in the Act
                and is, therefore, unenforceable. In the event that a claim for
                indemnification against such liabilities (other than the payment
                by Company of expenses incurred or paid by a director, officer
                or controlling person of Company in the successful defense of
                any action, suit or proceeding) is asserted by such director,
                officer or controlling person in connection with the securities
                being registered, Company will, unless in the opinion of its
                counsel the matter has been settled by controlling precedent,
                submit to a court of

                                       5
<PAGE>
 
                appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Act and will be governed by the final adjudication of such
                issue.

                                       6
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on August 13,
1998.


                                      VENCOR, INC.

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

                               POWER OF ATTORNEY

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

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


Name and Signature                 Title                      Date
 

/s/ Ulysses L. Bridgeman, Jr.      Director                   August 13, 1998
-----------------------------                                                
Ulysses L. Bridgeman, Jr.


/s/ Elaine L. Chao                 Director                   August 13, 1998
-----------------------------                                       
Elaine L. Chao


/s/ Stanley C. Gault               Director                   August 13, 1998
-----------------------------                                         
Stanley C. Gault

                                       7
<PAGE>
 
/s/ Donna R. Ecton                 Director                   August 13, 1998
-----------------------------                                                  
Donna R. Ecton


/s/ Richard A. Lechleiter          Vice President, Finance    August 13, 1998
-----------------------------      and Corporate Controller
Richard A. Lechleiter              (Principal Accounting
                                   Officer)


/s/ William H. Lomicka             Director                   August 13, 1998
-----------------------------                                                 
William H. Lomicka


/s/ W. Bruce Lunsford              Chairman of the Board,     August 13, 1998
-----------------------------      President, Chief 
W. Bruce Lunsford                  Executive Officer
                                   (Principal Executive
                                   Officer) and Director


/s/ R. Gene Smith                  Vice Chairman of the       August 13, 1998
-----------------------------      Board and Director
R. Gene Smith          

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
persons charged with administering the Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on August 13,
1998.

 
                                   THERATX RETIREMENT SAVINGS PLAN

                                   BY:  /s/ Cecelia A. Hagan
                                        -----------------------------------
                                        Cecelia A. Hagan
                                        Chairperson of the Retirement
                                        Committee

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23123}]
{"company-data": {"conformed-name": "VENCOR INC", "cik": "0001060009", "assigned-sic": "8050", "irs-number": "611323993", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61387", "film-number": "98686361"}, "business-address": {"street1": "3300 AEGON CENTER", "street2": "400 WEST MARKET ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025967300"}, "mail-address": {"street1": "3300 AEGON CENTER", "street2": "400 WEST MARKET ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}}
As filed with the Securities and Exchange Commission on August 13, 1998
                                               Registration Statement No. 333-__
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                                        
                               3300 AEGON CENTER
                            400 WEST MARKET STREET
                          LOUISVILLE, KENTUCKY  40202
                   (Address of Principal Executive Offices)

                        THERATX RETIREMENT SAVINGS PLAN
                           (Full title of the plan)

                                 JILL L. FORCE
                    Senior Vice President, General Counsel
                            and Assistant Secretary
                                 Vencor, Inc.
                               3300 Aegon Center
                            400 West Market Street
                          Louisville, Kentucky  40202
                    (Name and address of agent for service)
                                (502) 596-7300
                    (Telephone number, including area code,
                             of agent for service)
                                   ________
                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed             Proposed maximum
Title of securities      Amount to be    maximum offering     aggregate offering     Amount of
to be registered         registered      price per share(1)   price(1)               registration fee
=======================  ==============  ================     ==================     ================
Common Stock, par        940,000 shares     $4.09375             $3,848,125            $1,135.20
value $0.25 per share
(1)  Estimated solely for the purpose of calculating the registration fee.  This
     estimate has been calculated in accordance with Rule 457(h) of the
     Securities Act of 1933, as amended, and is based on the average of the high
     and low prices per share as reported on the New York Stock Exchange on
     August 10, 1998.

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

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

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
------    ----------------------------------------

          The following documents filed by Vencor, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (Comm. File No. 001-14057)
are incorporated into this Registration Statement by reference:

          (a)  The Company's Form 10, as amended, dated April 27, 1998.

          (b)  The Company's Current Report on Form 8-K dated April 30, 1998.

          (c)  The Company's Current Report on Form 8-K dated June 18, 1998.

          (d)  The Company's Current Report on Form 8-K dated July 15, 1998.

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

Item 4.   DESCRIPTION OF SECURITIES.
-------   --------------------------

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------   ---------------------------------------

          Jill L. Force is Senior Vice President, General Counsel and Assistant
Secretary of the Company.  Jill L. Force beneficially owns approximately 123,587
shares of the Company's common stock, par value $.25 per share and 50,973 shares
of the Company's 6% Series A Non-Voting Convertible Preferred Stock.  Ms. Force
is rendering the opinion as to the validity of the securities being registered
hereunder.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------   ------------------------------------------

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

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

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

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

                                       3
Pursuant to the Company's Restated By-laws , if a claim is not paid in
full by the Company after a written claim has been received by the Company, the
Claimant may bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the Claimant will also be entitled
to be paid the expense of prosecuting such claim.

          The Company's Restated By-laws provide that the right to
indemnification and the payment of expenses incurred in defending a Proceeding
in advance of its final disposition conferred in the Company's By-laws will not
be exclusive of any other right which any person may have or may in the future
acquire under any statute, provision of the Company's Restated Certificate of
Incorporation, the Company's Restated By-laws, agreement, vote of stockholders
or disinterested directors or otherwise. The Company currently has in effect
officers and directors liability insurance policies. These policies cover any
negligent act, error or omission of a director or officer, subject to certain
exclusions. The limit of liability under these policies is $40 million in the
aggregate annually for coverages in excess of deductibles.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
-------   ------------------------------------

          Not Applicable.

ITEM 8.   EXHIBITS.
-------   ---------

          The following exhibits are filed as part of this Registration
          Statement:

          4.1   Restated Certificate of Incorporation of the Company. Exhibit
                3.1 to the Company's Form 10, as amended, dated April 27, 1998
                (Comm. File No. 001-14057) is hereby incorporated by reference.

          4.2   Amended and Restated Bylaws of the Company. Exhibit 3.2 to the
                Company's Form 10, as amended, dated April 27, 1998 (Comm. File
                No. 001-14057) is hereby incorporated by reference.

          5.1   Opinion of Jill L. Force.

          23.1  Consent of Ernst & Young, LLP.

          23.2  Consent of Jill L. Force (included in Exhibit 5).

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

          In reference to Exhibit 5.1, the Company undertakes that it will
submit the TheraTx Retirement Savings Plan to the Internal Revenue Service (the
"IRS") in order to qualify the Plan under Section 401 of the Internal Revenue
Code, as amended, and will make all changes required by the IRS in order to
qualify the Plan.

                                       4
ITEM 9.   UNDERTAKINGS.
-------   -------------

          (a)   The undersigned Company hereby undertakes:

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

                    (i)   To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933;
                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective amendment
                          thereof) which, individually or in aggregate,
                          represent a fundamental change in the information set
                          forth in the Registration Statement;

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

                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
                this Item 9 do not apply if the information required to be
                included in the post-effective amendment by those paragraphs is
                contained in periodic reports filed by the Company pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 that are incorporated by reference in the Registration
                Statement.

                (2) That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

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

          (b)   The undersigned Company hereby undertakes that, for purposes of
                determining any liability under the Securities Act of 1933, each
                filing of Company's annual report pursuant to Section 13(a) or
                15(d) of the Securities Exchange Act of 1934 (and, where
                applicable, each filing of an employee benefit plan's annual
                report pursuant to Section 15(d) of the Securities Exchange Act
                of 1934) that is incorporated by reference in the Registration
                Statement shall be deemed to be a new registration statement
                relating to the securities offered therein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

                Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the Company pursuant to the foregoing
                provisions, or otherwise, the Company has been advised that in
                the opinion of the Securities and Exchange Commission such
                indemnification is against public policy as expressed in the Act
                and is, therefore, unenforceable. In the event that a claim for
                indemnification against such liabilities (other than the payment
                by Company of expenses incurred or paid by a director, officer
                or controlling person of Company in the successful defense of
                any action, suit or proceeding) is asserted by such director,
                officer or controlling person in connection with the securities
                being registered, Company will, unless in the opinion of its
                counsel the matter has been settled by controlling precedent,
                submit to a court of

                                       5
appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Act and will be governed by the final adjudication of such
                issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on August 13,
1998.

                                      VENCOR, INC.

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

                               POWER OF ATTORNEY

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

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

Name and Signature                 Title                      Date
 

/s/ Ulysses L. Bridgeman, Jr.      Director                   August 13, 1998
-----------------------------                                                
Ulysses L. Bridgeman, Jr.

/s/ Elaine L. Chao                 Director                   August 13, 1998
-----------------------------                                       
Elaine L. Chao

/s/ Stanley C. Gault               Director                   August 13, 1998
-----------------------------                                         
Stanley C. Gault

                                       7
/s/ Donna R. Ecton                 Director                   August 13, 1998
-----------------------------                                                  
Donna R. Ecton

/s/ Richard A. Lechleiter          Vice President, Finance    August 13, 1998
-----------------------------      and Corporate Controller
Richard A. Lechleiter              (Principal Accounting
                                   Officer)

/s/ William H. Lomicka             Director                   August 13, 1998
-----------------------------                                                 
William H. Lomicka

/s/ W. Bruce Lunsford              Chairman of the Board,     August 13, 1998
-----------------------------      President, Chief 
W. Bruce Lunsford                  Executive Officer
                                   (Principal Executive
                                   Officer) and Director

/s/ R. Gene Smith                  Vice Chairman of the       August 13, 1998
-----------------------------      Board and Director
R. Gene Smith          

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
persons charged with administering the Plan have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on August 13,
1998.

 
                                   THERATX RETIREMENT SAVINGS PLAN

                                   BY:  /s/ Cecelia A. Hagan
                                        -----------------------------------
                                        Cecelia A. Hagan
                                        Chairperson of the Retirement
                                        Committee

                                       8