SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549


                                     FORM 10-Q


              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended June 30, 2001
                                                  -------------

                          Commission File Number 0-19294
                                                 -------


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

          Delaware                                    51-0265872
- -------------------------------         ---------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)


             7733 Forsyth Boulevard, Suite 1700, St. Louis, MO 63105
             -------------------------------------------------------
              (Address of principal executive offices and zip code)

                                  314-863-7422
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                        Yes    X                 No
                             ----                   ----


Indicate the number of shares  outstanding of the Registrant's  common stock, as
of the latest practicable date.


                Class                             Outstanding at August  7, 2001
- --------------------------------------            ------------------------------
Common Stock, par value $.01 per share                    17,258,159




                                    1 of 14





                                REHABCARE GROUP, INC.

                                       Index



Part I. - Financial Information

   Item 1. - Condensed Consolidated Financial Statements

      Condensed consolidated balance sheets,
        June 30, 2001 (unaudited) and December 31, 2000                    3

      Condensed consolidated statements of earnings for the three
        months and six months ended June 30, 2001 and 2000 (unaudited)     4

      Condensed consolidated statements of cash flows for the
        six months ended June 30, 2001 and 2000(unaudited)                 5

      Notes to condensed consolidated financial statements (unaudited)     6

   Item 2. - Management's Discussion and Analysis of Financial
      Condition and Results of Operations                                  9

Part II. - Other Information

   Item 6. - Exhibits and Reports on Form 8-K                             13

   Signatures                                                             14

                                    2 of 14




PART 1. - FINANCIAL INFORMATION
Item 1. - Condensed Consolidated Financial Statements
- -----------------------------------------------------


                                REHABCARE GROUP, INC.
                        Condensed Consolidated Balance Sheets
                    (dollars in thousands, except per share data)


                                                       June 30,    December 31,
                                                         2001         2000
                                                         ----         ----
                                                             
Assets:                                               (unaudited)
Current assets:
    Cash and cash equivalents                         $  5,402        7,942
    Marketable securities, available-for-sale            3,025        3,025
    Accounts receivable, net of allowance for doubtful
      accounts of $6,453 and $5,347, respectively       93,306       84,033
   Income taxes receivable                               2,939        3,672
    Deferred tax assets                                  6,069        4,872
    Prepaid expenses and other current assets            1,239        1,158
                                                       -------      -------
      Total current assets                             111,980      104,702
Marketable securities, trading                           2,678        2,383
Equipment and leasehold improvements, net               14,955       12,427
Excess of cost over net assets acquired, net           103,094      104,782
Other                                                    4,975        4,799
                                                       -------      -------
                                                      $237,682      229,093
                                                       =======      =======
Liabilities and Stockholders' Equity:
Current liabilities:
    Current portion of long-term debt                 $  2,618        2,868
    Accounts payable                                     1,704        2,790
    Accrued salaries and wages                          26,536       24,846
    Accrued expenses                                     8,031       10,012
                                                       -------      -------
      Total current liabilities                         38,889       40,516
Deferred compensation and other long-term
   liabilities                                           3,034        2,679
Deferred tax liabilities                                 2,654        2,504
Long-term debt, less current portion                     1,634       65,434
                                                       -------      -------
      Total liabilities                                 46,211      111,133
                                                       -------      -------

Stockholders' equity:
   Preferred stock, $.10 par value,
      10,000,000 shares, none issued and outstanding        --           --
    Common stock, $.01 par value; authorized 60,000,000
      shares, issued 19,526,319 and 17,409,584 shares,
      respectively                                         195          174
    Additional paid-in capital                         107,983       49,503
    Retained earnings                                  101,032       86,022
    Less common stock held in treasury at cost,
      2,302,898 shares                                 (17,757)     (17,757)
    Accumulated other comprehensive earnings                18           18
                                                       -------      -------
      Total stockholders' equity                       191,471      117,960
                                                       -------      -------
                                                      $237,682      229,093
                                                       =======      =======



      See accompanying notes to condensed consolidated financial statements.
                                    3 of 14





                               REHABCARE GROUP, INC.
                    Condensed Consolidated Statements of Earnings
                    (dollars in thousands, except per share data)
                                     (Unaudited)



                                          Three Months Ended        Six Months Ended
                                               June 30,                 June 30,
                                             2001       2000          2001     2000
                                             ----       ----          ----     ----
                                                                 
Operating revenues                     $  136,871    107,721       267,595   213,654
Costs and expenses:
   Operating expenses                      97,225     76,621       190,258   151,865
   General and administrative              24,127     19,040        46,654    37,626
   Depreciation and amortization            2,326      1,622         4,448     3,138
                                          -------    -------       -------   -------
     Total costs and expenses             123,678     97,283       241,360   192,629
                                          -------    -------       -------   -------
     Operating earnings                    13,193     10,438        26,235    21,025
Interest income                                75         59           137       108
Interest expense                             (243)    (1,328)       (1,429)   (2,652)
Other income (expense)                         (1)        20             8        28
                                          -------    -------       -------   -------
Earnings before income taxes               13,024      9,189        24,951    18,509
Income taxes                                5,192      3,645         9,941     7,354
                                          -------    -------       -------   -------
     Net earnings                      $    7,832      5,544        15,010    11,155
                                          =======    =======       =======   =======

Net earnings per common share:
     Basic                             $      .46        .38           .92       .79
                                          =======    =======       =======   =======
     Diluted                           $      .43        .35           .85       .71
                                          =======    =======       =======   =======
Weighted average number of
   common shares outstanding:
     Basic                                 17,008     14,539        16,241    14,195
                                          =======    =======       =======   =======
     Diluted                               18,358     15,994        17,748    15,650
                                          =======    =======       =======   =======



        See accompanying notes to condensed consolidated financial statements.

                                    4 of 14



                                REHABCARE GROUP, INC.
                   Condensed Consolidated Statements of Cash Flows
                               (dollars in thousands)
                                     (Unaudited)


                                                             Six Months Ended
                                                                 June 30,
                                                             2001       2000
                                                             ----       ----
                                                               
Cash flows from operating activities:
   Net earnings                                          $ 15,010     11,155
   Adjustments to reconcile net earnings to net
     cash provided by operating activities:
        Depreciation and amortization                       4,448      3,138
        Provision for losses on accounts receivable         2,129      1,752
        Income tax benefit realized on employee
           stock option exercises                           5,249      1,456
        Change in assets and liabilities:
           Deferred compensation                              355         20
           Accounts receivable, net                       (11,402)   (10,733)
           Prepaid expenses and other current assets          (81)       305
           Other assets                                       (59)      (243)
           Accounts payable and accrued expenses           (3,067)    (2,024)
           Accrued salaries and wages                       1,690      3,116
           Income taxes payable and deferred                 (314)    (3,800)
                                                           ------     ------
               Net cash provided by
               operating activities                        13,958      4,142
                                                           ------     ------

Cash flows from investing activities:
   Purchase of marketable securities                         (696)      (617)
   Proceeds from sale/maturities of investments               401        166
   Additions to equipment and leasehold improvements, net  (4,576)    (2,892)
   Deferred contract costs                                   (309)      (484)
   Other                                                     (520)      (644)
                                                           ------     ------
               Net cash used in investing activities       (5,700)    (4,471)
                                                           ------     ------

Cash flows from financing activities:
   Proceeds from long-term debt                                --      4,000
   Repayments on long-term debt                           (64,050)    (6,068)
   Proceeds from sale of common stock, net                 49,468         --
   Exercise of stock options                                3,784      2,790
                                                           ------     ------
               Net cash (used in)provided by
                  financing activities                    (10,798)       722
                                                           ------     ------

               Net (decrease) increase in cash and
                  cash equivalents                         (2,540)       393

Cash and cash equivalents at beginning of period            7,942        738
                                                           ------     ------

Cash and cash equivalents at end of period               $  5,402      1,131
                                                           ======     ======


       See accompanying notes to condensed consolidated financial statements.

                                     5 of 14




                                REHABCARE GROUP, INC.

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------------
                    Six Month Periods Ended June 30, 2001 and 2000
                                   (Unaudited)


Note 1. - Basis of Presentation
- -------------------------------

     The   condensed   consolidated   balance   sheets  and  related   condensed
consolidated  statements of earnings and cash flows contained in this Form 10-Q,
which are  unaudited,  include the  accounts of the Company and its wholly owned
subsidiaries.  All  significant  intercompany  accounts and  activity  have been
eliminated in consolidation. In the opinion of management, all entries necessary
for a fair presentation of such financial  statements have been included.  These
entries  consisted only of normal recurring items. The results of operations for
the three  months  and six  months  ended  June 30,  2001,  are not  necessarily
indicative of the results to be expected for the fiscal year. Certain prior year
amounts have been reclassified to conform with the current year presentation.

     The  condensed   consolidated  financial  statements  do  not  include  all
information  and footnotes  necessary for a complete  presentation  of financial
position,  results of operations  and cash flows in conformity  with  accounting
principles generally accepted in the United States of America. Reference is made
to the Company's audited consolidated financial statements and the related notes
as of  December  31,  2000 and 1999 and for each of the years in the three  year
period ended  December 31, 2000,  included in the Annual  Report on Form 10-K on
file with the  Securities  and Exchange  Commission,  which  provide  additional
disclosures and a further description of our accounting policies.

                                    6 of 14






Note 2. - Earnings per Share
- ----------------------------

The following table sets forth the computation of basic and diluted earnings per
share:


                                          Three Months Ended       Six Months Ended
                                                 June 30,              June 30,
                                            2001      2000           2001       2000
                                            ----      ----           ----       ----
                                            (in thousands, except per share data)
                                                                  
Numerator:

Numerator for basic earnings
   per share - earnings available
   to common stockholders
   (net earnings)                     $    7,832     5,544         15,010     11,155

Effect of dilutive securities -
   after-tax interest on convertible
   subordinated promissory notes              --        --             --         28
                                          ------    ------         ------     ------

Numerator for diluted earnings per
   share - earnings available to
   common stockholders after assumed
   conversions                        $    7,832     5,544         15,010     11,183
                                          ======    ======         ======     ======

Denominator:

Denominator for basic earnings per
   share - weighted-average shares
   outstanding                            17,008    14,539         16,241     14,195

Effect of dilutive securities:
   Stock options                           1,350     1,455          1,507      1,350
   Convertible subordinated
      promissory notes                        --        --             --        105
                                          ------    ------         ------     ------

Denominator for diluted earnings per
   share - adjusted weighted-average
   shares and assumed conversions         18,358    15,994         17,748     15,650
                                          ======    ======         ======     ======

Basic earnings per share              $      .46       .38            .92        .79
                                         =======    ======         ======     ======

Diluted earnings per share            $      .43       .35            .85        .71
                                         =======    ======         ======     ======




Note 3. - Industry Segment Information
- --------------------------------------

     The Company operates in two product lines that are managed separately based
on fundamental differences in operations: temporary healthcare staffing services
and physical rehabilitation program management services. Physical rehabilitation
program management includes inpatient programs  (including acute  rehabilitation
and skilled nursing units),  outpatient  therapy programs,  and contract therapy
programs.  All of the  Company's  services  are  provided in the United  States.

                                     7 of 14

Summarized  information about the Company's  operations for the three months and
six months ended June 30, 2001 and 2000 in each industry segment is as follows:



                                           Three Months Ended      Six Months Ended
                                                June 30,               June 30,
                                            2001         2000       2001      2000
                                            ----         ----       ----      ----
                                                    (dollars in thousands)
                                                               
Revenues from Unaffiliated Customers
- ------------------------------------
Healthcare staffing                    $  78,067       61,936    152,348   121,498
Program management:
   Inpatient                              30,759       29,288     61,816    59,799
   Contract therapy                       15,055        6,655     27,395    12,855
   Outpatient                             12,990        9,842     26,036    19,502
                                         -------      -------    -------   -------
      Program management subtotal         58,804       45,785    115,247    92,156
                                         -------      -------    -------   -------
          Total                        $ 136,871      107,721    267,595   213,654
                                         =======      =======    =======   =======

Operating Earnings  *
- ------------------
Healthcare staffing                    $   3,294        2,891      6,747     5,358
Program management:
   Inpatient                               6,397        5,207     12,658    10,861
   Contract therapy                        1,605          544      3,024     1,156
   Outpatient                              1,897        1,796      3,806     3,650
                                         -------      -------    -------   -------
      Program management subtotal          9,899        7,547     19,488    15,667
                                         -------      -------    -------   -------
          Total                        $  13,193       10,438     26,235    21,025
                                         =======      =======    =======   =======

Total Assets
- ------------
Healthcare staffing                    $ 110,746      101,435    110,746   101,435
Program management:
   Inpatient                              71,469       55,088     71,469    55,088
   Contract therapy                       26,823       21,363     26,823    21,363
   Outpatient                             28,644       20,934     28,644    20,934
                                         -------      -------    -------   -------
      Program management subtotal        126,936       97,385    126,936    97,385
                                         -------      -------    -------   -------
          Total                        $ 237,682      198,820    237,682   198,820
                                         =======      =======    =======   =======

Depreciation and Amortization
- -----------------------------
Healthcare staffing                    $     822          674      1,591     1,298
Program management:
   Inpatient                                 875          682      1,782     1,313
   Contract therapy                          255           92        421       188
   Outpatient                                374          174        654       339
                                         -------      -------    -------   -------
      Program management subtotal          1,504          948      2,857     1,840
                                         -------      -------    -------   -------
          Total                        $   2,326        1,622      4,448     3,138
                                         =======      =======    =======   =======

Capital Expenditures
- --------------------
Healthcare staffing                    $     525          800        969     1,356
Program management:
   Inpatient                               1,036          521      3,119     1,433
   Contract therapy                          181           48        209        57
   Outpatient                                166            7        279        46
                                         -------      -------    -------   -------
      Program management subtotal          1,383          576      3,607     1,536
                                         -------      -------    -------   -------
          Total                        $   1,908        1,376      4,576     2,892
                                         =======      =======    =======   =======


* Operating  earnings  for the three  months and six months  ended June 30, 2000
have been  adjusted  to reflect the  corporate  expense  allocation  methodology
utilized in the current year.

                                    8 of 14

Item 2. -  Management's  Discussion  and  Analysis of  Financial  Condition  and
- --------------------------------------------------------------------------------
Results of Operations
- ---------------------

Results of Operations
- ---------------------

     The  Company   provides   temporary   healthcare   staffing   and  physical
rehabilitation  program  management  services for  hospitals,  nursing homes and
other  long-term  care  facilities.  The Company  derives  its revenue  from two
product  line  segments:  temporary  healthcare  staffing  services and physical
rehabilitation program management services. Our physical  rehabilitation program
management services include inpatient programs  (including acute  rehabilitation
and skilled nursing units),  outpatient  therapy programs,  and contract therapy
programs.



                                               Three Months Ended    Six Months Ended
                                                     June 30,             June 30,
                                                   2001    2000        2001      2000
                                                   ----    ----        ----      ----
                                                                  
Operating Statistics:
Healthcare staffing:
   Average number of staffing offices               109      86         106        84
   Weeks worked                                  61,957  54,253     121,327   107,117
   Average revenue per week worked               $1,260  $1,142      $1,256    $1,134

Program management:
   Inpatient (acute rehabilitation and
      skilled nursing):
   Average number of programs                     136.7   133.1       137.4     133.9
   Average admissions per program                  99.1    93.0       197.9     187.0
   Average bed capacity                           2,712   2,615       2,718     2,625
   Average billable length of stay (days)          13.7    14.1        13.7      14.2
   Billable patient days served                 184,892 174,400     371,902   356,256
   Admissions                                    13,548  12,368      27,182    25,049
   Average daily billable census                  2,032   1,917       2,055     1,957
   Average billable occupied beds per program      14.9    14.4        15.0      14.6
   Total programs in operation at end of period     136     138         136       138

   Contract therapy:
   Average number of locations                    230.3   144.5       222.7     139.7
   Number of locations at end of period             240     149         240       149
   Average revenue per location                 $65,361 $46,053    $122,755   $92,046

   Outpatient programs:
   Average number of programs                      62.7    48.3        63.6      47.2
   Patient visits                               370,680 276,790     745,688   536,199
   Units of service                           1,065,197 766,728   2,137,826 1,484,540
   Average units of service per program          16,989  15,874      33,614    31,452
   Total programs in operation at end of period      60      49          60        49



Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000
- -----------------------------------------------------------------------------

     Operating  revenues  during  the second  quarter  2001  increased  by $29.2
million,  or 27.1%, to $136.9 million as compared to the second quarter of 2000.
The  September  15,  2000  acquisition  of  DiversiCare  Rehab  Services,   Inc.
("DiversiCare") accounted for 7.0% of the net increase, or $2.1 million.

     Staffing  revenue  increased  by 26.0%  from  $61.9  million  in the second
quarter of 2000 to $78.1  million in the second  quarter of 2001,  reflecting  a
14.2%  increase in weeks  worked  from 54,253 to 61,957 and a 10.3%  increase in
average revenue per week worked to $1,260.  Operating  earnings for the staffing
division were $3.3 million,  a 13.9% increase over the $2.9 million (as adjusted
for current year corporate expense allocation  methodology) earned in the second
quarter of 2000.

                                    9 of 14


     Inpatient  program  revenue  increased  by 5.0% from  $29.3  million in the
second  quarter of 2000 to $30.8  million in the second  quarter of 2001. A 2.7%
increase in the  average  number of  inpatient  programs  managed  from 133.1 to
136.7,  and a 3.5% increase in the average daily  billable  census per inpatient
program from 14.4 to 14.9 resulted in a 6.0%  increase in billable  patient days
to 184,892.  The increase in billable census per program for inpatient  programs
is primarily  attributable to a 6.6% increase in average  admissions per program
from 93.0 to 99.1 offset by a 2.8%  decrease  in the  average  length of stay to
13.7.  The increase in patient days was offset by a 0.9% decrease in the average
per diem billing rates.  Operating earnings for the inpatient division increased
by 22.9% to $6.4 million in the second quarter of 2001, compared to $5.2 million
(as adjusted for current year corporate expense  allocation  methodology) in the
second quarter of 2000.

     Contract  therapy  revenue  increased  by 126.2%  from $6.7  million in the
second  quarter  of 2000  to  $15.1  million  in the  second  quarter  of  2001,
reflecting a 59.4% increase in the average number of contract therapy  locations
managed  from  144.5 to 230.3,  and a 41.9%  increase  in  average  revenue  per
location. Operating earnings for the contract therapy division were $1.6 million
in the second  quarter of 2001,  a $1.1 million  increase  from the $544,000 (as
adjusted for current year corporate expense allocation methodology) in operating
earnings for the second quarter of 2000.

     Outpatient  revenue  increased  by 32.0%  from $9.8  million  in the second
quarter of 2000 to $13.0 million in the second quarter of 2001,  reflecting $2.1
million from the September 15, 2000  acquisition of DiversiCare,  an increase in
the average number of outpatient  programs  managed from 48.3 to 62.7 (including
13.0 from  DiversiCare)  and a 7.0%  increase in units of service  per  program.
Operating earnings from the outpatient  division were $1.9 million in the second
quarter of 2001, a 5.6%  increase  compared to the $1.8 million (as adjusted for
current year  corporate  expense  allocation  methodology)  earned in the second
quarter of 2000.

     Operating  expenses for the three  months ended June 30, 2001  increased by
$20.6 million,  or 26.9%, to $97.2 million as compared to the three months ended
June 30, 2000. The DiversiCare  acquisition  accounted for approximately 6.9% of
the net increase.  The remaining  increase in operating expenses is attributable
to a 14.2%  increase  in the  number  of weeks  worked  by  travel  and per diem
staffing,  a 59.4% increase in the average number of contract therapy locations,
a 22.3%  increase in  outpatient  units of service  (excluding  127,684 units of
service  from  DiversiCare),  and a 2.7%  increase  in  the  average  number  of
inpatient programs.

     General and  administrative  expenses as a percentage of revenue  decreased
from 17.7% in the second  quarter of 2000 to 17.6% in the second quarter of 2001
as a result of the consolidation of certain corporate office functions.  General
and  administrative  expenses  increased  by $5.1  million,  or 26.7% from $19.0
million in the second  quarter of 2000 to $24.1 million in the second quarter of
2001,  reflecting  increases in corporate  office expenses as well as marketing,
business  development,  operations and  professional  services in support of the
increase in outpatient programs, contract therapy locations managed and per diem
staffing  offices  operated,  plus the  addition of general  and  administrative
expenses from the DiversiCare acquisition.

     Depreciation and amortization  increased $704,000 reflecting an increase in
goodwill from  acquisitions  and depreciation on equipment  purchased,  plus the
change in  goodwill  amortization  period  from 40 years to 25 years,  effective
prospectively  on  January  1,  2001 on the  acquisitions  of  Physical  Therapy
Resources,   Inc.,  Team  Rehab,  Inc./Moore   Rehabilitation   Services,  Inc.;
RehabUnlimited,  Inc/Cimarron  Health Care, Inc.  Rehabilitative Care Systems of
America, Inc.; Therapeutic Systems, Inc.; Salt Lake Physical Therapy Associates,
Inc.;  AllStaff,  Inc.; and DiversiCare  Rehab Services,  Inc. The  amortization
periods  for  the  acquisitions  of  Advanced  Rehabilitation  Resources,  Inc,;
Healthcare Staffing Solutions,  Inc,; StarMed Staffing, Inc.; and eai Healthcare
Staffing Solutions, Inc., which had businesses that were more national in scope,

                                    10 of 14


remain at 40 years.  See  discussion  of Financial  Accounting  Standards  Board
(FASB) Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and
Other Intangible Assets" under "New Accounting Pronouncements".

     Interest expense decreased $1.1 million, primarily reflecting the repayment
of $49.5  million  in  principal  as a result  of the March  20,  2001  publicly
underwritten equity offering and cash generated from operations.

     Earnings before income taxes increased by $3.8 million, or 41.7%, from $9.2
million in the second  quarter of 2000 to $13.0 million in the second quarter of
2001. The provision for income taxes for 2001 was $5.2 million  compared to $3.6
million  in 2000,  reflecting  effective  income  tax rates of 39.9% and  39.7%,
respectively.  Net earnings increased by $2.3 million, or 41.3%, to $7.8 million
from $5.5 million in 2000. Diluted earnings per share increased by 23.1% to $.43
from  $.35  on a 14.8%  increase  in the  weighted-average  shares  and  assumed
conversions outstanding.  The increase in weighted average shares outstanding is
attributable primarily to 1.5 million shares issued in the publicly underwritten
equity  offering,  stock  option  grants and  exercises  and the increase in the
dilutive  effect of stock  options  as a result of an  increase  in the  average
market price of the Company's  stock relative to the underlying  exercise prices
of outstanding options.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
- -------------------------------------------------------------------------

     Operating  revenues  during the first six months  2001  increased  by $53.9
million,  or 25.2%,  to $267.6  million as  compared  to the first six months of
2000. The September 15, 2000  acquisition  of DiversiCare  accounted for 7.5% of
the net increase, or $4.1 million.

     Staffing  revenue  increased by 25.4% from $121.5  million in the first six
months of 2000 to $152.3  million in the first six months of 2001,  reflecting a
13.3%  increase in weeks worked from 107,117 to 121,327 and a 10.8%  increase in
average revenue per week worked to $1,256.  Operating  earnings for the staffing
division were $6.7 million,  a 25.9% increase over the $5.4 million (as adjusted
for current year corporate expense allocation  methodology)  earned in the first
six months of 2000.

     Inpatient program revenue increased by 3.4% from $59.8 million in the first
six  months of 2000 to $61.8  million  in the first six  months of 2001.  A 2.6%
increase in the  average  number of  inpatient  programs  managed  from 133.9 to
137.4,  and a 2.7% increase in the average daily  billable  census per inpatient
program from 14.6 to 15.0 resulted in a 4.4%  increase in billable  patient days
to 371,902.  The increase in billable census per program for inpatient  programs
is primarily  attributable to a 5.8% increase in average  admissions per program
from 187.0 to 197.9 offset by a 3.5%  decrease in the average  length of stay to
13.7.  The increase in patient days was offset by a 1.0% decrease in the average
per diem billing rates.  Operating earnings for the inpatient division increased
by 16.5% to $12.7  million  in the first six months of 2001,  compared  to $10.9
million (as adjusted for current year corporate expense allocation  methodology)
in the first six months of 2000.

     Contract  therapy  revenue  increased  by 113.1% from $12.9  million in the
first six  months  of 2000 to $27.4  million  in the  first six  months of 2001,
reflecting a 59.4% increase in the average number of contract therapy  locations
managed  from  139.7 to 222.7,  and a 33.4%  increase  in  average  revenue  per
location. Operating earnings for the contract therapy division were $3.0 million
in the first six months of 2001, a $1.9 million  increase  from the $1.2 million
(as adjusted for current  year  corporate  expense  allocation  methodology)  in
operating earnings for the first six months of 2000.

     Outpatient  revenue increased by 33.5% from $19.5 million in the first half
of 2000 to $26.0 million in the first half of 2001, reflecting $4.1 million from
the September 15, 2000  acquisition of  DiversiCare,  an increase in the average
number of outpatient  programs  managed from 47.2 to 63.6  (including  13.5 from
DiversiCare)  and a 6.9%  increase  in units of service per  program.  Operating
earnings from the outpatient  division were $3.8 million in the first six months

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of 2001, a 4.3%  increase  compared to the $3.7 million (as adjusted for current
year corporate expense allocation methodology) earned in the first six months of
2000.

     Operating  expenses  for the six months  ended June 30, 2001  increased  by
$38.4 million,  or 25.3%,  to $190.3 million as compared to the six months ended
June 30, 2000. The DiversiCare  acquisition  accounted for approximately 7.3% of
the net increase.  The remaining  increase in operating expenses is attributable
to a 13.3%  increase  in the  number  of weeks  worked  by  travel  and per diem
staffing,  a 59.4% increase in the average number of contract therapy locations,
a 26.7%  increase in  outpatient  units of service  (excluding  257,258 units of
service  from  DiversiCare),  and a 2.6%  increase  in  the  average  number  of
inpatient programs.

     General and  administrative  expenses as a percentage of revenue  decreased
from  17.6% in the first six  months of 2000 to 17.4% in the first six months of
2001 as a result of the  consolidation of certain  corporate  office  functions.
General and  administrative  expenses  increased by $9.0 million,  or 24.0% from
$37.6  million in the first six months of 2000 to $46.7 million in the first six
months of 2001,  reflecting  increases in corporate  office  expenses as well as
marketing, business development, operations and professional services in support
of the increase in outpatient  programs,  contract therapy locations managed and
per  diem  staffing  offices   operated,   plus  the  addition  of  general  and
administrative expenses from the DiversiCare acquisition.

     Depreciation and amortization increased $1.3 million reflecting an increase
in goodwill from acquisitions and depreciation on equipment purchased,  plus the
change in  goodwill  amortization  period  from 40 years to 25 years,  effective
prospectively on January 1, 2001 on certain acquisitions as previously disclosed
in the three month operating results.  See discussion of SFAS No. 142, "Goodwill
and Other Intangible Assets" under "New Accounting Pronouncements".

     Interest expense decreased $1.2 million primarily  reflecting the repayment
of $49.5  million  in  principal  as a result  of the March  20,  2001  publicly
underwritten equity offering and cash generated from operations.

     Earnings  before  income taxes  increased by $6.4 million,  or 34.8%,  from
$18.5  million in the first six months of 2000 to $25.0 million in the first six
months  of 2001.  The  provision  for  income  taxes  for 2001 was $9.9  million
compared to $7.4 million in 2000, reflecting effective income tax rates of 39.8%
and 39.7%,  respectively.  Net earnings increased by $3.9 million,  or 34.6%, to
$15.0 million from $11.2 million in 2000.  Diluted  earnings per share increased
by 18.7% to $.85 from $.71 on a 13.4%  increase in the  weighted-average  shares
and assumed  conversions  outstanding.  The increase in weighted  average shares
outstanding is attributable  primarily to the secondary equity  offering,  stock
option  grants and  exercises  and the increase in the dilutive  effect of stock
options as a result of an increase in the average  market price of the Company's
stock relative to the underlying exercise prices of outstanding options.

Liquidity and Capital Resources
- -------------------------------

     As of June 30,  2001,  the  Company  had $8.4  million in cash and  current
marketable  securities and a current ratio, the amount of current assets divided
by current  liabilities,  of 2.9:1. Working capital increased by $8.9 million to
$73.1 million as of June 30, 2001,  compared to $64.2 million as of December 31,
2000.  The  increase  in working  capital is  primarily  due to working  capital
generated from operations and the exercise of stock options.

     Net accounts  receivable  were $93.3 million at June 30, 2001,  compared to
$84.0  million at December 31, 2000.  The number of day's average net revenue in

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net receivables was 62.0 at June 30, 2001 compared to 63.8 at December 31, 2000.
This decrease was the result of the  consolidation  of our financial back office
during the fourth quarter of 2000, the  implementation of new financial software
enabling improved tracking of receivables and payables, and the vigilance of our
billing and collections team.

     The  Company's  operating  cash  flows  constitute  its  primary  source of
liquidity and  historically  have been  sufficient to fund its working  capital,
capital expenditures, internal business expansion and debt service requirements.
The Company expects to meet its future working  capital,  capital  expenditures,
internal and external  business  expansion and debt service  requirements from a
combination of internal sources and outside financing.  The Company has a $125.0
million  revolving  line of credit  with no balance  outstanding  as of June 30,
2001.


New  Accounting  Pronouncements
- -------------------------------

     In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
the purchase method be used for all business  combinations  initiated after June
30, 2001 and eliminates the  pooling-of-interests  method. SFAS No. 142 requires
that  goodwill no longer be amortized  regularly  as a charge to earnings.  As a
result,  the  amortization  of goodwill is eliminated  upon adoption of SFAS No.
142,  which will be  January 1, 2002.  In  addition,  SFAS No. 142  requires  an
initial (and annually thereafter) test of the goodwill's impairment.

     Management  does not expect  SFAS No. 141 to have a material effect on
the consolidated financial statements.  Management does expect SFAS No. 142
to  result  in  the  elimination  of  amortization  of  goodwill  from  previous
acquisitions in the amount of $3.6 million pre-tax in 2002. Management will test
for impairment of goodwill from previous acquisitions at least annually.


Part II. - Other Information

Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------

    (a)  Exhibits

         None

    (b)  Reports on Form 8-K

         None

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                                    SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                   REHABCARE GROUP, INC.

August 8, 2001

                                               By /s/     Gregory J. Eisenhauer
                                               ---------------------------------
                                                          Gregory J. Eisenhauer
                                                       Senior Vice President and
                                                         Chief Financial Officer


                                               By /s/     James M. Douthitt
                                               ---------------------------------
                                                          James M. Douthitt
                                                       Senior Vice President and
                                                        Chief Accounting Officer


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