<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 13, 2006

                                                     REGISTRATION NO. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

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

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

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

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

<TABLE>
<C>                               <C>                                        <C>
           DELAWARE                    7733 FORSYTH BLVD., 23RD FLOOR            51-0265872
(State or other jurisdiction of           ST. LOUIS, MISSOURI 63105           (I.R.S. Employer
 incorporation or organization)                (314) 863-7422                Identification No.)
                                  (Address of Principal Executive Offices)
</TABLE>

                             REHABCARE GROUP, INC.
                          2006 EQUITY INCENTIVE PLAN
                           (Full title of the plan)

                                DAVID B. GROCE
        SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                             REHABCARE GROUP, INC.
                        7733 FORSYTH BLVD., SUITE 2300
                           ST. LOUIS, MISSOURI 63105
                                (314) 863-7422
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                   COPY TO:
                            ROBERT M. LAROSE, ESQ.
                              THOMPSON COBURN LLP
                         ONE US BANK PLAZA, SUITE 3500
                           ST. LOUIS, MISSOURI 63101
                           TELEPHONE: (314) 552-6000
                           FACSIMILE: (314) 552-7000

<TABLE>
                                              CALCULATION OF REGISTRATION FEE
<CAPTION>
==========================================================================================================================
              TITLE OF                 AMOUNT TO BE       PROPOSED MAXIMUM         PROPOSED MAXIMUM         AMOUNT OF
    SECURITIES TO BE REGISTERED         REGISTERED       OFFERING PRICE PER       AGGREGATE OFFERING       REGISTRATION
                                                             SHARE(2)                  PRICE(2)                FEE
--------------------------------------------------------------------------------------------------------------------------
<C>                                      <C>                  <C>                    <C>                     <C>
  Common Stock, $.01 par value(1)        1,000,000            $12.13                 $12,130,000             $1,297.91
==========================================================================================================================

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

(2)  The proposed maximum aggregate offering price has been estimated solely
     for the purposes of computing the Registration Fee pursuant to the
     provisions of Rule 457(c) and 457(h)(1) and is based upon a price of
     $12.13 per share, being the average of the high and low transaction
     prices of the Company's Common Stock per share as reported on the New
     York Stock Exchange on November 6, 2006.
</TABLE>

<PAGE>
<PAGE>

         The undersigned registrant, RehabCare Group, Inc. (the "Registrant"),
hereby files this Registration Statement on Form S-8 (this "Registration
Statement") to register one million (1,000,000) shares of the Registrant's
common stock, $0.01 par value ("Common Stock"), and attached Preferred Stock
Purchase Rights, for issuance to participants under the RehabCare Group, Inc.
2006 Equity Incentive Plan (the "Plan").

                                    PART II

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

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:

    (i)  The Registrant's Annual Report on Form 10-K for the year ended
         December 31, 2005;

   (ii)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 2006, June 30, 2006, and September 30, 2006;

  (iii)  The Registrant's Definitive Proxy Statement on Schedule 14A filed on
         March 28, 2006;

   (iv)  The Registrant's Current Reports on Form 8-K and 8-K/A filed on
         February 7, 2006, February 13, 2006, March 9, 2006, March 16, 2006,
         March 30, 2006, May 5, 2006, May 8, 2006, May 10, 2006, June 6, 2006,
         June 19, 2006, July 7, 2006, August 4, 2006, September 7, 2006, and
         September 13, 2006;

    (v)  The description of the Registrant's Common Stock set forth in the
         Registrant's Registration Statement filed on Form 8-A effective as of
         June 25, 1991, pursuant to Section 12 of the Securities Exchange Act
         of 1934, including any amendments or reports filed for the purpose of
         updating such description; and

   (vi)  The description of the Registrant's Preferred Stock Purchase Rights
         contained in the Registrant's Registration Statement filed September
         5, 2002 on Form 8-A pursuant to Section 12 of the Securities Exchange
         Act of 1934.

         All documents deemed filed by the Registrant pursuant to Sections
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 which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to
be made a part hereof from the date of filing of such documents. Any
statements contained herein or in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently filed
document incorporated herein by reference modifies or supersedes 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 6.  Indemnification of Directors and Officers

         Section 102 of the Delaware General Corporation Law allows a
corporation to limit directors'

<PAGE>
<PAGE>

personal liability to the corporation or its stockholders from monetary
damages for breach of fiduciary duty as a director, with certain exceptions.
ARTICLE SIXTH of the Company's Restated Certificate of Incorporation, as
amended, provides such limitation to the fullest extent permitted by the
General Corporation Law of Delaware.

         Section 145 of the Delaware General Corporation Law permits a
corporation, subject to the standards set forth therein, to indemnify any
person in connection with any action, suit or proceeding brought or threatened
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving as such with respect to
another entity at the request of the corporation. ARTICLE SEVENTH of the
Registrant's Restated Certificate of Incorporation, as amended, and Article
VII of the Registrant's Bylaws, as amended, provide for full indemnification
of its directors and officers to the extent permitted by Section 145.

         The Company maintains a directors' and officers' liability insurance
policy with total annual limits of $20,000,000. Subject to the limits,
retentions, exceptions and other terms and conditions of the policy, the
Company's directors and officers are insured against liability for any actual
or alleged error, misstatement, misleading statement, act or omission in the
discharge of their respective responsibilities to the Company solely in their
capacity as directors and officers of the Company.

Item 8.  Exhibits.

         See Exhibit Index located on page 6 hereof.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers and 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 the 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 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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                    - 2 -

<PAGE>
<PAGE>

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

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

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
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 of 1933 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 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 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 Act
and will be governed by the final adjudication of such issue.


                                    - 3 -

<PAGE>
<PAGE>

                                  SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
         --------------
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
October 31, 2006.

                                  REHABCARE GROUP, INC.



                                  By  /s/ David B. Groce
                                    -----------------------------------------
                                      David B. Groce, Senior Vice President,
                                      General Counsel and Corporate Secretary

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints John H. Short, Ph.D. and David B. Groce, and each of them (with full
power to each of them to act alone), his true and lawful attorneys-in-fact and
agents for him and on his behalf and in his name, place and stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with
exhibits and any and all other documents filed with respect thereto, with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), granting unto said attorneys, and each of them, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                Signature                          Title                                     Date
                ---------                          -----                                     ----

<C>                                         <C>                                          <C>
  /s/ John H. Short                         President, Chief Executive Officer           October 31, 2006
------------------------------------        and Director
John H. Short, Ph.D.                        (Principal Executive Officer)


  /s/ Jay W. Shreiner                       Senior Vice President,                       October 31, 2006
------------------------------------        Chief Financial Officer
Jay W. Shreiner                             (Principal Financial Officer)


  /s/ Jeff A. Zadoks                        Vice President, Finance                      October 31, 2006
------------------------------------        Corporate Controller
Jeff A. Zadoks                              (Principal Accounting Officer)


                                    - 4 -

<PAGE>
<PAGE>

  /s/ Harry E. Rich                         Chairman of the Board of Directors           October 31, 2006
------------------------------------
Harry E. Rich


  /s/ Colleen Conway-Welch                  Director                                     October 31, 2006
------------------------------------
Colleen Conway-Welch, Ph.D., R.N.


  /s/ Anthony S. Piszel                     Director                                     October 31, 2006
------------------------------------
Anthony S. Piszel, CPA


  /s/ Suzan L. Rayner                       Director                                     October 31, 2006
------------------------------------
Suzan L. Rayner, MD, MPH


  /s/ Larry Warren                          Director                                     October 31, 2006
--------------------------------------
Larry Warren


  /s/ Theodore M. Wight                     Director                                     October 31, 2006
------------------------------------
Theodore M. Wight
</TABLE>


                                    - 5 -

<PAGE>
<PAGE>

                                 EXHIBIT INDEX
                                 -------------


Exhibit
Number                            Description
------                            -----------

4.1      Restated Certificate of Incorporation of the Company filed as Exhibit
         3.1 to the Company's Registration Statement on Form S-1, dated May 9,
         1991 (Registration No. 33-40467), and incorporated herein by
         reference.

4.2      Certificate of Amendment of Certificate of Incorporation, filed as
         Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended May 31, 1995, and incorporated herein by reference.

4.3      Amended and Restated Bylaws of the Company filed as Exhibit 3.01 to
         the Company's Current Report on Form 8-K filed with the Commission on
         May 5, 2006, and incorporated herein by reference.

4.4      Rights Agreement, dated August 28, 2002, by and between the Company
         and Computershare Trust Company, Inc. filed as Exhibit 1 to the
         Company's Registration Statement on Form 8-A filed September 5, 2002,
         and incorporated herein by reference.

5.1      Opinion of Thompson Coburn LLP, as to the legality of the securities
         being registered.

23.1     Consent of KPMG LLP.

23.2     Consent of Ernst & Young LLP.

23.3     Consent of Thompson Coburn LLP (included in Exhibit 5.1).

24.1     Power of Attorney (included on the signature pages to this
         Registration Statement).

99.1     RehabCare Group, Inc. 2006 Equity Incentive Plan, filed as Appendix A
         to the Company's definitive Proxy Statement on Schedule 14A for the
         2006 Annual Meeting of Stockholders (File No. 001-14655) filed March
         28, 2006, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "rehabs8.txt", "secsgml_size_bytes": 18803}]
{"company-data": {"conformed-name": "REHABCARE GROUP INC", "cik": "0000812191", "assigned-sic": "8060", "irs-number": "510265872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138628", "film-number": "061208618"}, "business-address": {"street1": "7733 FORSYTH BLVD 17TH FLR", "street2": "SUITE 1700", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148637422"}, "former-company": {"former-conformed-name": "REHABCARE CORP", "date-changed": "19940218"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 13, 2006

                                                     REGISTRATION NO. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

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

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

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

                             REHABCARE GROUP, INC.
            (Exact name of registrant as specified in its charter)
DELAWARE                    7733 FORSYTH BLVD., 23RD FLOOR            51-0265872
(State or other jurisdiction of           ST. LOUIS, MISSOURI 63105           (I.R.S. Employer
 incorporation or organization)                (314) 863-7422                Identification No.)
                                  (Address of Principal Executive Offices)
REHABCARE GROUP, INC.
                          2006 EQUITY INCENTIVE PLAN
                           (Full title of the plan)

                                DAVID B. GROCE
        SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                             REHABCARE GROUP, INC.
                        7733 FORSYTH BLVD., SUITE 2300
                           ST. LOUIS, MISSOURI 63105
                                (314) 863-7422
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                   COPY TO:
                            ROBERT M. LAROSE, ESQ.
                              THOMPSON COBURN LLP
                         ONE US BANK PLAZA, SUITE 3500
                           ST. LOUIS, MISSOURI 63101
                           TELEPHONE: (314) 552-6000
                           FACSIMILE: (314) 552-7000

                                              CALCULATION OF REGISTRATION FEE
==========================================================================================================================
              TITLE OF                 AMOUNT TO BE       PROPOSED MAXIMUM         PROPOSED MAXIMUM         AMOUNT OF
    SECURITIES TO BE REGISTERED         REGISTERED       OFFERING PRICE PER       AGGREGATE OFFERING       REGISTRATION
                                                             SHARE(2)                  PRICE(2)                FEE
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(1)        1,000,000            $12.13                 $12,130,000             $1,297.91
==========================================================================================================================
(1)  Includes one attached Preferred Stock Purchase Right per share.

(2)  The proposed maximum aggregate offering price has been estimated solely
     for the purposes of computing the Registration Fee pursuant to the
     provisions of Rule 457(c) and 457(h)(1) and is based upon a price of
     $12.13 per share, being the average of the high and low transaction
     prices of the Company's Common Stock per share as reported on the New
     York Stock Exchange on November 6, 2006.
The undersigned registrant, RehabCare Group, Inc. (the "Registrant"),
hereby files this Registration Statement on Form S-8 (this "Registration
Statement") to register one million (1,000,000) shares of the Registrant's
common stock, $0.01 par value ("Common Stock"), and attached Preferred Stock
Purchase Rights, for issuance to participants under the RehabCare Group, Inc.
2006 Equity Incentive Plan (the "Plan").

                                    PART II

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

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference:

    (i)  The Registrant's Annual Report on Form 10-K for the year ended
         December 31, 2005;

   (ii)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 2006, June 30, 2006, and September 30, 2006;

  (iii)  The Registrant's Definitive Proxy Statement on Schedule 14A filed on
         March 28, 2006;

   (iv)  The Registrant's Current Reports on Form 8-K and 8-K/A filed on
         February 7, 2006, February 13, 2006, March 9, 2006, March 16, 2006,
         March 30, 2006, May 5, 2006, May 8, 2006, May 10, 2006, June 6, 2006,
         June 19, 2006, July 7, 2006, August 4, 2006, September 7, 2006, and
         September 13, 2006;

    (v)  The description of the Registrant's Common Stock set forth in the
         Registrant's Registration Statement filed on Form 8-A effective as of
         June 25, 1991, pursuant to Section 12 of the Securities Exchange Act
         of 1934, including any amendments or reports filed for the purpose of
         updating such description; and

   (vi)  The description of the Registrant's Preferred Stock Purchase Rights
         contained in the Registrant's Registration Statement filed September
         5, 2002 on Form 8-A pursuant to Section 12 of the Securities Exchange
         Act of 1934.

         All documents deemed filed by the Registrant pursuant to Sections
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 which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to
be made a part hereof from the date of filing of such documents. Any
statements contained herein or in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently filed
document incorporated herein by reference modifies or supersedes 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 6.  Indemnification of Directors and Officers

         Section 102 of the Delaware General Corporation Law allows a
corporation to limit directors'
personal liability to the corporation or its stockholders from monetary
damages for breach of fiduciary duty as a director, with certain exceptions.
ARTICLE SIXTH of the Company's Restated Certificate of Incorporation, as
amended, provides such limitation to the fullest extent permitted by the
General Corporation Law of Delaware.

         Section 145 of the Delaware General Corporation Law permits a
corporation, subject to the standards set forth therein, to indemnify any
person in connection with any action, suit or proceeding brought or threatened
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving as such with respect to
another entity at the request of the corporation. ARTICLE SEVENTH of the
Registrant's Restated Certificate of Incorporation, as amended, and Article
VII of the Registrant's Bylaws, as amended, provide for full indemnification
of its directors and officers to the extent permitted by Section 145.

         The Company maintains a directors' and officers' liability insurance
policy with total annual limits of $20,000,000. Subject to the limits,
retentions, exceptions and other terms and conditions of the policy, the
Company's directors and officers are insured against liability for any actual
or alleged error, misstatement, misleading statement, act or omission in the
discharge of their respective responsibilities to the Company solely in their
capacity as directors and officers of the Company.

Item 8.  Exhibits.

         See Exhibit Index located on page 6 hereof.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers and 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 the 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 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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

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

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
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 of 1933 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 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 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 Act
and will be governed by the final adjudication of such issue.

                                    - 3 -
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
         --------------
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
October 31, 2006.

                                  REHABCARE GROUP, INC.

                                  By  /s/ David B. Groce
                                    -----------------------------------------
                                      David B. Groce, Senior Vice President,
                                      General Counsel and Corporate Secretary

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints John H. Short, Ph.D. and David B. Groce, and each of them (with full
power to each of them to act alone), his true and lawful attorneys-in-fact and
agents for him and on his behalf and in his name, place and stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with
exhibits and any and all other documents filed with respect thereto, with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), granting unto said attorneys, and each of them, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                          Title                                     Date
                ---------                          -----                                     ----
/s/ John H. Short                         President, Chief Executive Officer           October 31, 2006
------------------------------------        and Director
John H. Short, Ph.D.                        (Principal Executive Officer)

  /s/ Jay W. Shreiner                       Senior Vice President,                       October 31, 2006
------------------------------------        Chief Financial Officer
Jay W. Shreiner                             (Principal Financial Officer)

  /s/ Jeff A. Zadoks                        Vice President, Finance                      October 31, 2006
------------------------------------        Corporate Controller
Jeff A. Zadoks                              (Principal Accounting Officer)

                                    - 4 -
/s/ Harry E. Rich                         Chairman of the Board of Directors           October 31, 2006
------------------------------------
Harry E. Rich

  /s/ Colleen Conway-Welch                  Director                                     October 31, 2006
------------------------------------
Colleen Conway-Welch, Ph.D., R.N.

  /s/ Anthony S. Piszel                     Director                                     October 31, 2006
------------------------------------
Anthony S. Piszel, CPA

  /s/ Suzan L. Rayner                       Director                                     October 31, 2006
------------------------------------
Suzan L. Rayner, MD, MPH

  /s/ Larry Warren                          Director                                     October 31, 2006
--------------------------------------
Larry Warren

  /s/ Theodore M. Wight                     Director                                     October 31, 2006
------------------------------------
Theodore M. Wight
- 5 -
EXHIBIT INDEX
                                 -------------

Exhibit
Number                            Description
------                            -----------

4.1      Restated Certificate of Incorporation of the Company filed as Exhibit
         3.1 to the Company's Registration Statement on Form S-1, dated May 9,
         1991 (Registration No. 33-40467), and incorporated herein by
         reference.

4.2      Certificate of Amendment of Certificate of Incorporation, filed as
         Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended May 31, 1995, and incorporated herein by reference.

4.3      Amended and Restated Bylaws of the Company filed as Exhibit 3.01 to
         the Company's Current Report on Form 8-K filed with the Commission on
         May 5, 2006, and incorporated herein by reference.

4.4      Rights Agreement, dated August 28, 2002, by and between the Company
         and Computershare Trust Company, Inc. filed as Exhibit 1 to the
         Company's Registration Statement on Form 8-A filed September 5, 2002,
         and incorporated herein by reference.

5.1      Opinion of Thompson Coburn LLP, as to the legality of the securities
         being registered.

23.1     Consent of KPMG LLP.

23.2     Consent of Ernst & Young LLP.

23.3     Consent of Thompson Coburn LLP (included in Exhibit 5.1).

24.1     Power of Attorney (included on the signature pages to this
         Registration Statement).

99.1     RehabCare Group, Inc. 2006 Equity Incentive Plan, filed as Appendix A
         to the Company's definitive Proxy Statement on Schedule 14A for the
         2006 Annual Meeting of Stockholders (File No. 001-14655) filed March
         28, 2006, and incorporated herein by reference.