<PAGE>


      As filed with the Securities and Exchange Commission on May 13, 2002
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            KINDRED HEALTHCARE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                 61-1323993
   (State or Other Jurisdiction of           (I.R.S. Employer Identification
   Incorporation or Organization)                        Number)

                             680 South Fourth Street
                            Louisville, KY 40202-2412
              (Address of Registrant's Principal Executive Offices)

    Kindred Healthcare, Inc. 2001 Stock Incentive Plan (amended and restated)
                            (Full Title of the Plan)

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

                           Joseph L. Landenwich, Esq.
        Vice President of Corporate Legal Affairs and Corporate Secretary
                            Kindred Healthcare, Inc.
                             680 South Fourth Street
                            Louisville, KY 40202-2412
                                 (502) 596-7300
           (Name, Address, and Telephone Number, Including Area Code,
                             of Agent for Service)

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

                      with copies of all correspondence to:

                              Arthur H. Kohn, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                               New York, NY 10006
                                 (212) 225-2466

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
                                                                  Proposed      Proposed Maximum
                                                                   Maximum           Aggregate         Amount Of
            Title Of Securities                 Amount To Be     Offering Price    Offering Price     Registration
              To Be Registered                   Registered      Per Share (1)           (1)               Fee
 --------------------------------------------- ----------------- ----------------- ------------------ -------------
<S>                                          <C>                 <C>                <C>            <C>
Common Stock of Kindred Healthcare, Inc.,     1,200,000              $45.14          $54,168,000       $4,983.46
par value $0.25 per share (the "Shares")      Shares(2)
--------------------------------------------- ----------------- ----------------- ------------------ --------------
</TABLE>

 (1)  Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Securities Act"), on the basis of the average of the high and low prices
      of the shares as reported on the NASDAQ National Market on May 9, 2002.

(2)   Together with an indeterminate number of Shares that may be necessary to
      adjust the number of Shares reserved for issuance pursuant to the Kindred
      Healthcare, Inc. 2001 Stock Incentive Plan (the "Plan") as the result of a
      stock split, stock dividend or similar adjustment of outstanding Shares.

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

<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which previously have been filed by Kindred
Healthcare, Inc. (the "Registrant"), with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference and made a part hereof:

     (i) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, filed with the Commission on March 1, 2002;

     (ii) The Registrant's Current Reports on Form 8-K, filed with the
Commission on April 2, 2002, February 26, 2002, January 14, 2002, and January 7,
2002;

     (iii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 2001; and

     (iv) The description of the Shares contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission on April 20, 2001.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which amendment indicates that all securities offered
hereunder have been sold or deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

                                      II-2

<PAGE>
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 Registrant's Amended and Restated Certificate of Incorporation provides
that the Registrant shall, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, indemnify all persons whom it may indemnify
pursuant thereto, provided that such indemnification shall be limited to the
following persons: (i) officers and directors who were or are, as of September
13, 1999, employed by or serving as directors to the Registrant, and (ii) agents
and employees who were no longer employed by the Registrant as of September 13,
1999, other than such agents and employees who were officers and directors of
the Registrant prior to September 13, 1999 (the "Indemnified Persons"). The
indemnification provided under the Amended and Restated Certificate of
Incorporation shall not be deemed exclusive of any other rights to
indemnification provided under the Registrant's Amended and Restated By-laws.

     The Registrant's Amended and Restated By-laws provide that the Registrant
shall indemnify to the full extent permitted by law any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that such person or such person's testator or intestate representative is
or was a director, officer or employee of the Registrant or serves or served at
the request of the Registrant or any other enterprise (including any
corporation, partnership, limited liability company, joint venture, trust or
employee benefit plan) as director, officer, member or employee (including
services rendered with respect to any employee benefit plan), provided that such
indemnification shall be limited to the Indemnified Persons. Expenses, including
attorneys' fees, incurred by any such Indemnified Person in defending any such
Proceeding shall be paid or reimbursed by the Registrant upon receipt by the
Registrant of an undertaking of such Indemnified Person to repay such expenses
if it shall ultimately be determined that such person is not entitled to be
indemnified by the Registrant. For purposes of this indemnification provision of
the Registrant's Amended and Restated By-laws, the "Registrant" shall include
any predecessor of the Registrant and any constituent corporation (including any
constituent of a constituent) absorbed by the Registrant in a consolidation or
merger.

     The rights to indemnification and the payment of expenses provided under
the Registrant's Amended and Restated By-laws shall be enforceable against the
Registrant by an Indemnified Person who shall be presumed to have relied upon it
in serving or continuing to serve as a director, officer or employee of the
Registrant. Such rights shall not be deemed exclusive of any other rights to
which those

                                      II-3

<PAGE>

seeking indemnification or payment of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office. The rights to indemnification and payment of
expenses shall continue after the Indemnified Person has ceased to be a
director, officer or employee of the Registrant and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.

     The Registrant currently has in effect directors' and officers' 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 with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

          4.1  Kindred Healthcare, Inc. 2001 Stock Incentive Plan (incorporated
               by reference to Appendix C to the Registrant's Proxy Statement
               filed March 8, 2002)

          4.2  Amended and Restated Certificate of Incorporation of Kindred
               Healthcare, Inc. (incorporated by reference to Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-3 filed August 31,
               2001)

          4.3  Amended and Restated By-Laws of Kindred Healthcare, Inc.
               (incorporated by reference to Exhibit 3.2 to the Registrant's
               Annual Report on Form 10-K filed March 1, 2002)

          5.1  Opinion of Joseph L. Landenwich as to the validity of the
               securities being registered

          23.1 Consent of PricewaterhouseCoopers LLP

          23.2 Consent of Joseph L. Landenwich (included in Exhibit 5.1)

          24.1 Power of Attorney (included on signature page)

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;

                           (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 the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                                      II-4

<PAGE>

                           (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) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the Exchange
                  Act that are incorporated by reference in the Registration
                  Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, 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, each filing of the
         Registrant's annual report pursuant to Section 13(a) or 15(d) of the
         Exchange Act (and, where applicable, each filing of the employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) 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.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the 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 and will be governed by the final adjudication of such
         issue.

                                      II-5

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Kentucky, on the 13th day of May, 2002.

                                KINDRED HEALTHCARE, INC.

                                /s/      Richard A. Lechleiter
                                ----------------------------------------------
                                By:      Richard A. Lechleiter
                                         Senior Vice President, Chief
                                         Financial Officer and
                                         Treasurer


                                      II-6

<PAGE>

                                POWER OF ATTORNEY

                  Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Richard A. Lechleiter and John J.
Lucchese, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting to
such 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
in connection therewith, as full to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by each of the following persons in the
capacities indicated, on the 13th day of May, 2002.
<TABLE>
<CAPTION>

                   Signature                                                   Title
                   ---------                                                   -----
<S>                                                     <C>
              /S/ EDWARD L. KUNTZ
------------------------------------------------
                Edward L. Kuntz                           Chairman of the Board and Chief Executive Officer
                                                                    (Principal Executive Officer)

                /S/ JAMES BOLIN
------------------------------------------------
                  James Bolin                                                  Director

             /S/ MICHAEL J. EMBLER
------------------------------------------------
               Michael J. Embler                                               Director

             /S/ GARRY N. GARRISON
------------------------------------------------
               Garry N. Garrison                                               Director

               /S/ ISAAC KAUFMAN
------------------------------------------------
                 Isaac Kaufman                                                 Director

               /S/ JOHN H. KLEIN
------------------------------------------------
                 John H. Klein                                                 Director

              /S/ DAVID A. TEPPER
------------------------------------------------
                David A. Tepper                                                Director

           /S/ RICHARD A. LECHLEITER
-----------------------------------------------
             Richard A. Lechleiter                   Senior Vice President, Chief Financial Officer and Treasurer
                                                                    (Principal Financial Officer)

             /S/ JOHN J. LUCCHESE
------------------------------------------------
               John J. Lucchese                            Vice President, Finance and Corporate Controller
                                                                    (Principal Accounting Officer)
</TABLE>
                                      II-7

<PAGE>


                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>
Exhibit
  No.   Description                              Method of Filing                 Page
 ----   -----------                              ----------------                 ----
<S>     <C>                                     <C>                             <C>
4.1     Kindred Healthcare, Inc. 2001            Incorporated by reference to      --
        Stock Incentive Plan                     Appendix C to the Registrant's
        (amended and restated)                   Proxy Statement
                                                 filed March 8, 2002

4.2     Amended and Restated Certificate of      Incorporated by reference to      --
        Incorporation of Kindred Healthcare,     Exhibit 4.1 to the Registrant's
        Inc.                                     Registration Statement on Form
                                                 S-3 filed August 31, 2001

4.3     Amended and Restated By-Laws of          Incorporated by reference to      --
        Kindred Healthcare, Inc.                 Exhibit 3.2 to the Registrant's
                                                 Annual Report on Form 10-K
                                                 filed March 1, 2002

5.1     Opinion of Joseph L. Landenwich as to    Filed herewith
        the validity of the securities being
        registered

23.1    Consent of PricewaterhouseCoopers LLP    Filed herewith

23.2    Consent of Joseph L. Landenwich          Included in Exhibit 5.1

24.1    Power of Attorney                        Included on signature page
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24960}]
{"company-data": {"conformed-name": "KINDRED HEALTHCARE 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": "333-88086", "film-number": "02643106"}, "business-address": {"street1": "ONE VENCOR PLACE", "street2": "680 S FOURTH 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"}, "former-company": [{"former-conformed-name": "VENCOR INC /NEW/", "date-changed": "19991124"}, {"former-conformed-name": "VENCOR HEALTHCARE INC /DE/", "date-changed": "19991124"}]}
As filed with the Securities and Exchange Commission on May 13, 2002
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            KINDRED HEALTHCARE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                 61-1323993
   (State or Other Jurisdiction of           (I.R.S. Employer Identification
   Incorporation or Organization)                        Number)

                             680 South Fourth Street
                            Louisville, KY 40202-2412
              (Address of Registrant's Principal Executive Offices)

    Kindred Healthcare, Inc. 2001 Stock Incentive Plan (amended and restated)
                            (Full Title of the Plan)

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

                           Joseph L. Landenwich, Esq.
        Vice President of Corporate Legal Affairs and Corporate Secretary
                            Kindred Healthcare, Inc.
                             680 South Fourth Street
                            Louisville, KY 40202-2412
                                 (502) 596-7300
           (Name, Address, and Telephone Number, Including Area Code,
                             of Agent for Service)

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

                      with copies of all correspondence to:

                              Arthur H. Kohn, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                               New York, NY 10006
                                 (212) 225-2466

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                  Proposed      Proposed Maximum
                                                                   Maximum           Aggregate         Amount Of
            Title Of Securities                 Amount To Be     Offering Price    Offering Price     Registration
              To Be Registered                   Registered      Per Share (1)           (1)               Fee
 --------------------------------------------- ----------------- ----------------- ------------------ -------------
Common Stock of Kindred Healthcare, Inc.,     1,200,000              $45.14          $54,168,000       $4,983.46
par value $0.25 per share (the "Shares")      Shares(2)
--------------------------------------------- ----------------- ----------------- ------------------ --------------
(1)  Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Securities Act"), on the basis of the average of the high and low prices
      of the shares as reported on the NASDAQ National Market on May 9, 2002.

(2)   Together with an indeterminate number of Shares that may be necessary to
      adjust the number of Shares reserved for issuance pursuant to the Kindred
      Healthcare, Inc. 2001 Stock Incentive Plan (the "Plan") as the result of a
      stock split, stock dividend or similar adjustment of outstanding Shares.

================================================================================
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which previously have been filed by Kindred
Healthcare, Inc. (the "Registrant"), with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference and made a part hereof:

     (i) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, filed with the Commission on March 1, 2002;

     (ii) The Registrant's Current Reports on Form 8-K, filed with the
Commission on April 2, 2002, February 26, 2002, January 14, 2002, and January 7,
2002;

     (iii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 2001; and

     (iv) The description of the Shares contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission on April 20, 2001.

     All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which amendment indicates that all securities offered
hereunder have been sold or deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

                                      II-2
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 Registrant's Amended and Restated Certificate of Incorporation provides
that the Registrant shall, to the full extent permitted by Section 145 of the
GCL, as amended from time to time, indemnify all persons whom it may indemnify
pursuant thereto, provided that such indemnification shall be limited to the
following persons: (i) officers and directors who were or are, as of September
13, 1999, employed by or serving as directors to the Registrant, and (ii) agents
and employees who were no longer employed by the Registrant as of September 13,
1999, other than such agents and employees who were officers and directors of
the Registrant prior to September 13, 1999 (the "Indemnified Persons"). The
indemnification provided under the Amended and Restated Certificate of
Incorporation shall not be deemed exclusive of any other rights to
indemnification provided under the Registrant's Amended and Restated By-laws.

     The Registrant's Amended and Restated By-laws provide that the Registrant
shall indemnify to the full extent permitted by law any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that such person or such person's testator or intestate representative is
or was a director, officer or employee of the Registrant or serves or served at
the request of the Registrant or any other enterprise (including any
corporation, partnership, limited liability company, joint venture, trust or
employee benefit plan) as director, officer, member or employee (including
services rendered with respect to any employee benefit plan), provided that such
indemnification shall be limited to the Indemnified Persons. Expenses, including
attorneys' fees, incurred by any such Indemnified Person in defending any such
Proceeding shall be paid or reimbursed by the Registrant upon receipt by the
Registrant of an undertaking of such Indemnified Person to repay such expenses
if it shall ultimately be determined that such person is not entitled to be
indemnified by the Registrant. For purposes of this indemnification provision of
the Registrant's Amended and Restated By-laws, the "Registrant" shall include
any predecessor of the Registrant and any constituent corporation (including any
constituent of a constituent) absorbed by the Registrant in a consolidation or
merger.

     The rights to indemnification and the payment of expenses provided under
the Registrant's Amended and Restated By-laws shall be enforceable against the
Registrant by an Indemnified Person who shall be presumed to have relied upon it
in serving or continuing to serve as a director, officer or employee of the
Registrant. Such rights shall not be deemed exclusive of any other rights to
which those

                                      II-3
seeking indemnification or payment of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office. The rights to indemnification and payment of
expenses shall continue after the Indemnified Person has ceased to be a
director, officer or employee of the Registrant and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.

     The Registrant currently has in effect directors' and officers' 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 with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

          4.1  Kindred Healthcare, Inc. 2001 Stock Incentive Plan (incorporated
               by reference to Appendix C to the Registrant's Proxy Statement
               filed March 8, 2002)

          4.2  Amended and Restated Certificate of Incorporation of Kindred
               Healthcare, Inc. (incorporated by reference to Exhibit 4.1 to the
               Registrant's Registration Statement on Form S-3 filed August 31,
               2001)

          4.3  Amended and Restated By-Laws of Kindred Healthcare, Inc.
               (incorporated by reference to Exhibit 3.2 to the Registrant's
               Annual Report on Form 10-K filed March 1, 2002)

          5.1  Opinion of Joseph L. Landenwich as to the validity of the
               securities being registered

          23.1 Consent of PricewaterhouseCoopers LLP

          23.2 Consent of Joseph L. Landenwich (included in Exhibit 5.1)

          24.1 Power of Attorney (included on signature page)

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;

                           (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 the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                                      II-4
(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) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the Exchange
                  Act that are incorporated by reference in the Registration
                  Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, 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, each filing of the
         Registrant's annual report pursuant to Section 13(a) or 15(d) of the
         Exchange Act (and, where applicable, each filing of the employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) 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.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the 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 and will be governed by the final adjudication of such
         issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Kentucky, on the 13th day of May, 2002.

                                KINDRED HEALTHCARE, INC.

                                /s/      Richard A. Lechleiter
                                ----------------------------------------------
                                By:      Richard A. Lechleiter
                                         Senior Vice President, Chief
                                         Financial Officer and
                                         Treasurer

                                      II-6
POWER OF ATTORNEY

                  Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Richard A. Lechleiter and John J.
Lucchese, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting to
such 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
in connection therewith, as full to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by each of the following persons in the
capacities indicated, on the 13th day of May, 2002.
Signature                                                   Title
                   ---------                                                   -----
/S/ EDWARD L. KUNTZ
------------------------------------------------
                Edward L. Kuntz                           Chairman of the Board and Chief Executive Officer
                                                                    (Principal Executive Officer)

                /S/ JAMES BOLIN
------------------------------------------------
                  James Bolin                                                  Director

             /S/ MICHAEL J. EMBLER
------------------------------------------------
               Michael J. Embler                                               Director

             /S/ GARRY N. GARRISON
------------------------------------------------
               Garry N. Garrison                                               Director

               /S/ ISAAC KAUFMAN
------------------------------------------------
                 Isaac Kaufman                                                 Director

               /S/ JOHN H. KLEIN
------------------------------------------------
                 John H. Klein                                                 Director

              /S/ DAVID A. TEPPER
------------------------------------------------
                David A. Tepper                                                Director

           /S/ RICHARD A. LECHLEITER
-----------------------------------------------
             Richard A. Lechleiter                   Senior Vice President, Chief Financial Officer and Treasurer
                                                                    (Principal Financial Officer)

             /S/ JOHN J. LUCCHESE
------------------------------------------------
               John J. Lucchese                            Vice President, Finance and Corporate Controller
                                                                    (Principal Accounting Officer)
II-7
EXHIBIT INDEX
                                  -------------
Exhibit
  No.   Description                              Method of Filing                 Page
 ----   -----------                              ----------------                 ----
4.1     Kindred Healthcare, Inc. 2001            Incorporated by reference to      --
        Stock Incentive Plan                     Appendix C to the Registrant's
        (amended and restated)                   Proxy Statement
                                                 filed March 8, 2002

4.2     Amended and Restated Certificate of      Incorporated by reference to      --
        Incorporation of Kindred Healthcare,     Exhibit 4.1 to the Registrant's
        Inc.                                     Registration Statement on Form
                                                 S-3 filed August 31, 2001

4.3     Amended and Restated By-Laws of          Incorporated by reference to      --
        Kindred Healthcare, Inc.                 Exhibit 3.2 to the Registrant's
                                                 Annual Report on Form 10-K
                                                 filed March 1, 2002

5.1     Opinion of Joseph L. Landenwich as to    Filed herewith
        the validity of the securities being
        registered

23.1    Consent of PricewaterhouseCoopers LLP    Filed herewith

23.2    Consent of Joseph L. Landenwich          Included in Exhibit 5.1

24.1    Power of Attorney                        Included on signature page