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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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



                                    FORM 8-K

                                 CURRENT REPORT

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


         Date of Report (Date of earliest event reported): July 30, 2003



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


      Delaware                       0-19294                    51-0265872
   (State or other              (Commission File             (I.R.S. Employer
   jurisdiction of                   Number)                  Identification
   incorporation)                                                 Number)



        7733 Forsyth Boulevard
              17th Floor
         St. Louis, Missouri                               63105
(Address of principal executive offices)                (Zip Code)



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


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





Item 7.        Financial Statements and Exhibits.

(c) Exhibits

     The following  exhibits are furnished pursuant to Item 9 and Item 12 hereof
and should  not be deemed to be "filed"  under the  Securities  Exchange  Act of
1934:

             99.1 Press release dated July 30, 2003, announcing our earnings for
                  the 2nd quarter 2003

             99.2 The script for a conference  call held by the  registrant on
                  July 30, 2003


Item 9.        Regulation FD Disclosure.

     The  information  in  Exhibits  99.1 and  99.2 is  incorporated  herein  by
reference.

     The  following  information  required to be reported  under Item 12 of this
Current  Report on Form 8-K (the  "Report")  pursuant to Securities and Exchange
Commission  (the  "Commission")  Release No.  33-8176 is disclosed  herein under
Item 9 of this Report in accordance with Commission Release No. 33-8216.






                                   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 hereunto duly authorized.

Dated:  July 30, 2003

                                       REHABCARE GROUP, INC.



                          By:/s/Vincent L. Germanese
                                -----------------------------------------------
                                Vincent L. Germanese
                                Senior Vice President, Chief Financial Officer
                                    and Secretary






                                  EXHIBIT INDEX

Exhibit No.       Description

99.1 Press  release  dated July 30,  2003, announcing our  earnings  for the 2nd
     quarter 2003

99.2 The script for a conference call held by the registrant on July 30, 2003


                                                                    Exhibit 99.1

                    CONTACT:      RehabCare Group, Inc.
                                  John H. Short, Ph.D.
                                  Interim Chief Executive Officer
                                  Vincent L. Germanese
                                  Chief Financial Officer
                                  Betty Cammarata, Director-Investor
                                  Relations
                                  (314) 863-7422
                                         or
                                  FD Morgen Walke:
                                  Gordon McCoun/Lanie Fladell
                                  Press: Sean Leous
                                  (212) 850-5600
FOR IMMEDIATE RELEASE
Wednesday, July 30, 2003

          REHABCARE REPORTS SECOND QUARTER 2003 DILUTED EPS OF $0.27,
                       OPERATING REVENUES OF $136 MILLION
                        - Announces Restructuring Plan -
                         - Updates Guidance for 2003 -

ST. LOUIS, MO, July 30,  2003--RehabCare  Group, Inc.  (NYSE:RHB) today reported
financial  results for the second  quarter and six months  ended June 30,  2003.
Comparison  results  for the  quarter  and six  months  follow.  Numbers  are in
millions, except per share data.


                                          Quarter Ended         Six Months Ended
                                    June 30, March 31, June 30,     June 30,
                                      2003     2003     2002      2003     2002
- --------------------------------------------------------------------------------
                                                           
Consolidated Net Earnings           $  4.5    $  4.0   $  5.9  | $  8.5   $ 9.9
Consolidated Operating Revenues      136.0     138.8    140.8  |  274.9   279.1
Consolidated Earnings Per Share       0.27      0.25     0.32  |   0.52    0.54
- --------------------------------------------------------------------------------

HRS Inpatient Operating Revenues      33.8      34.1     32.1  |   67.9    63.8
HRS Outpatient Operating Revenues     12.5      12.0     12.6  |   24.6    24.8
- --------------------------------------------------------------------------------
HRS Operating Revenues                46.3      46.1     44.7  |   92.5    88.6
HRS Operating Earnings                 7.9       7.1      7.8  |   15.0    14.4
- --------------------------------------------------------------------------------

Contract Therapy Operating Revenues   32.9      30.9     25.6  |   63.8    49.0
Contract Therapy Operating Earnings    1.8       1.7      2.1  |    3.6     3.7
- --------------------------------------------------------------------------------

Supplemental Operating Revenues       32.5      35.4     44.3  |   67.9    90.4
Travel Operating Revenues             24.7      26.7     26.2  |   51.4    51.1
- --------------------------------------------------------------------------------
Staffing Operating Revenues          $57.2     $62.1    $70.5  | $119.3  $141.5
Supplemental Gross Profit Margin      20.4%     20.3%    23.9% |   20.4%   23.2%
Travel Gross Profit Margin            19.0      19.8     21.5  |   19.4    21.4
- --------------------------------------------------------------------------------
Staffing Gross Profit Margin          19.8%     20.1%    23.0% |   20.0%   22.5%
Staffing Operating (Loss)            $(2.1)    $(2.0)    $(.3) |  $(4.1)  $(2.0)
- --------------------------------------------------------------------------------



                                     -MORE-


Highlights of the second quarter results are:

o    The Hospital  Rehabilitation Services division achieved continued growth in
     operating  revenues in the inpatient segment  year-over-year as a result of
     improved  revenues  per unit.  Sequentially,  revenues  were flat despite a
     reduction  of 4 average  units.  Outpatient  operating  revenues  were flat
     year-over-year  and up in the  sequential  quarter  demonstrating  improved
     revenues per facility despite one fewer program.

o    The Contract  Therapy  division  continued  strong revenue growth resulting
     from a  higher  number  of  locations  and  higher  revenues  per  location
     year-over-year  and  sequentially.  Earnings  were  negatively  impacted by
     increases in contract labor and salary-related expenses. Although operating
     revenues and earnings increased  sequentially,  both were slowed by greater
     than expected closures as the Company manages payment risk.

o    The Staffing division experienced  continued declines in operating revenues
     for both supplemental and travel  year-over-year  and  sequentially.  Gross
     profit  margins in both  segments  declined  year-over-year  as a result of
     increased  salary-related  expenses,  which  could  not be passed on to our
     customers.

     Diluted  shares  outstanding  decreased  by 10.1  percent  from last year's
second quarter and 9.8 percent from last year's six months, primarily due to the
repurchase of 1.7 million shares under the stock repurchase  program,  which was
completed during the second half of 2002.

     Commenting on the results,  John H. Short,  Ph.D.,  Interim Chief Executive
Officer,  stated,  "Each of our  businesses  is facing  significant  regulatory,
resource and industry pressures,  which are negatively impacting their operating
performance.  While we have been  addressing  these  issues  through  closing of
unproductive facilities and reducing expenses, the performance of the businesses
is still not  satisfactory.  Accordingly,  we have  instituted  a  comprehensive
multi-faceted   program   to  return  our   company   to  growth  and   improved
profitability."

     Key elements of the program are:

1.   An examination of the Company's service offerings,  emphasizing a continuum
     of services  approach to redesign  the value  proposition  of our  existing
     services.  A value  proposition  defines the value  received by our clients
     from  RehabCare's  services in profits or quality  improvement  compared to
     cost.

2.   Enhancement of client  relationships to provide more comprehensive  service
     offerings creating long-term partnerships;

3.   Acquisitions in each division; and

4.   Operational restructuring, which will ensure RehabCare's competitiveness in
     the marketplace.

     Elaborating on the program, Dr. Short stated, "We are retooling our product
offerings  in each of our  divisions  to make them more market  responsive.  For
example, in our HRS and Contract Therapy divisions, using a model developed with
one  of  our  longest  standing   clients,   we  are  creating  a  continuum  of
rehabilitative service delivery covering inpatient, outpatient and skilled care,
both inside the hospital  and  freestanding.  Driving this  continuum is a value
analysis  that  helps  us  identify  needed  enhancements  over  the life of our
relationship."

     "In our staffing  division,  we are working on several important  projects.
The first is to fully integrate our travel and supplemental operations to enable
us to provide a single point of contact to our  clients.  This  capability  will
enable  us  to  implement  a  market   management   concept  focused  on  client
relationships,  and will  allow us to  reduce  our  reliance  on  costly  branch
operations.  The second  project  involves  developing the systems and processes
necessary to implement a variable  staffing  management  program that emphasizes
clinical  personnel  development  and the  optimization  of variable labor usage
through  partnership  with our clients.  Our third  initiative is  demonstrating
measurable  quality through our partnership  with Simulis LLC, a global provider
of  simulation-based  e-learning  and training  solutions.  We believe this will
distinguish  us to our clients,  allowing us to offer  objective and  measurable
competency  and skill set  validation for our  professionals  on assignment.  We
believe that the value  proposition  of this approach is  significant,  offering
tangible bottom line improvement to a typical hospital."

     Further  discussing the second part of the program,  Dr. Short stated,  "We
are  committed to becoming  less  transaction-oriented  in our business and more
focused  on  comprehensive,  long-duration  partnerships  with our  clients.  To
accomplish  this, we are developing  alternatives to our typical  relationships.
For example,  we are  prepared to invest  significant  capital to develop  joint
ventures which allow us to deliver inpatient and outpatient  rehabilitation in a
variety of settings in  association  with major  hospitals  and health  systems.
Another important  initiative is the opportunity to deploy capital to develop de
novo programs or expand  programs within  hospitals to meet patient  demand.  We
have existing, but preliminary, negotiations underway with a number of hospitals
to more fully develop these types of arrangements. With our strong balance sheet
and  operating  cash  flow,  we can  easily  handle  a number  of  these  larger
opportunities annually.  These examples could provide us with accelerated growth
potential,  longer client  relationships,  and a base to expand our continuum of
services in partnership with the dominant  hospitals and health systems in their
respective marketplace.

     "Longer term client  relationships are essential to our strategy in StarMed
as deeper  relationships  allow us to shift our resources  from selling and back
office operations to the development and placement of highly qualified  nursing,
allied health, and clinical resources within our provider clients. To facilitate
closer customer contact, integration of our information systems with our clients
is required. An initiative with Bond International  Software PLC and their Adapt
system, recently announced, provides us the wherewithal to accomplish this early
in the first quarter of 2004.

     "The  third  part  of the  program  re-invigorates  the  use  of  strategic
acquisitions  as a tool to develop  critical  mass and market  relationships  in
priority locations for StarMed,  further accelerates growth and therapy resource
availability for Contract Therapy and identifies program continuum opportunities
in larger markets with key hospitals in HRS. We have assigned experienced senior
executives to focus a significant part of their time on developing a pipeline of
opportunities  for us to consider."

Describing the fourth part of the program,  Dr. Short stated,  "We are currently
executing a  restructuring  of our  operations  that  includes a cost  reduction
target of some $12 million  annually across all aspects of our operations.  This
restructuring  eliminates  management  redundancies  in Hospital  Rehabilitation
Services and reduces operating  overhead in Contract Therapy,  StarMed,  and our
corporate support services. Approximately 75 positions are affected, saving $5.7
million, or 47.5 percent of the target.  Other components include  restructuring
our health insurance programs (25 percent) and vendor relationships and reducing
our discretionary  expenditures makes up the balance. We intend to complete this
restructuring in the third quarter."

     Dr. Short  continued,  "Given our operating  results  through the first six
months and our outlook for the balance of the year, we are updating our guidance
for 2003.  We now expect  operating  revenues of $530  million to $545  million,
earnings before interest,  taxes, depreciation and amortization (EBITDA) between
$39 million and $43 million and diluted earnings per share in the range of $1.09
to $1.23.  Our guidance  incorporates  a one-time  termination  benefits  charge
estimated at $.6 million after-tax we expect to take in the third quarter (about
$.036 per diluted  share),  the estimated  impact of the therapy caps  effective
September 1 and minimal  impact of the 75 percent  rule,  if  implemented,  this
year, as well as a 40 percent  effective tax rate for the remainder of the year.
In addition,  our guidance assumes a continued  decline in supplemental  segment
operating  revenues in the third quarter  consistent  with that in the preceding
two  quarters  with no further  decline in the fourth  quarter  due to  seasonal
effects."

     Dr. Short concluded,  "Despite these  challenges,  we have a strong balance
sheet and continue to generate  sufficient  cash flow to fund our operations and
provide capital for the growth and profitability initiatives mentioned above. We
are  determined  to  execute  our plan to return our  company to our  historical
growth rates and look forward to reporting our progress in future quarters."

     RehabCare Group, Inc., headquartered in St. Louis, is a leading provider of
program  management  of  inpatient  rehabilitation  and skilled  nursing  units,
outpatient therapy programs,  contract therapy services and temporary healthcare
staffing  services in conjunction with over 7,000  hospitals,  nursing homes and
other  long-term care  facilities  throughout  the United  States.  RehabCare is
pleased to be included in the Russell 2000 and Standard and Poor's Small Cap 600
Indices.

     A listen-only  simulcast of RehabCare's second quarter conference call will
be  available  on the  Company's  web site at  www.rehabcare.com  and  online at
www.companyboardroom.com, beginning at 10:00 Eastern time. An online replay will
be available  for at least 21 days after the call.  A  telephonic  replay of the
call will be available  beginning at 1:30 P.M.  Eastern time today and ending at
midnight  on  Tuesday,  August  13. The  dial-in  number for the replay is (320)
365-3844 and the access code is 691427.

     This release contains forward-looking  statements that are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.   Forward-looking   statements   involve   known  and  unknown  risks  and
uncertainties  that may cause the Company's  actual results in future periods to
differ  materially from forecasted  results.  These risks and  uncertainties may
include,  but are not limited to, the cost,  effect and timing of  restructuring
activities that have been commenced, including our ability to achieve the annual
expense reductions anticipated; the timing and rate of the resumed growth in the
staffing  division;  changes in and compliance with  governmental  reimbursement
rates;  regulations or policies affecting the hospital  rehabilitation  services
and contract  therapy  divisions,  including our  estimates  with respect to the
effect of newly promulgated  regulations on the Company's business;  our ability
to  attract  new client  relationships  or to retain  and grow  existing  client
relationships  through the integration of our new information  system with those
of our clients and the development of alternative product offerings; our ability
to identify and consummate  strategic  acquisitions to accelerate  growth in our
divisions;  our ability,  and the additional  costs, to attract  operational and
professional  employees;  significant increases in health, worker's compensation
and  professional and general  liability  insurance  premiums;  the adequacy and
effectiveness  of  operating  and  administrative  systems;   litigation  risks,
including  our  ability to predict the  ultimate  costs and  liabilities  or the
disruption of RehabCare Group's  operations;  competitive effects on pricing and
margins;  and  general  economic  conditions,  including  efforts  by  insurers,
healthcare providers and others to contain healthcare costs.

NOTE:  More  information  on  RehabCare  can be found on the  World  Wide Web at
http://www.rehabcare.com.
- ------------------------
                                     -MORE-




                         I. Condensed Consolidated Statements of Earnings
                         ------------------------------------------------
                          (Amounts in thousands, except per share data)

                          Three Months Ended           Six Months Ended
                               June 30,                    June 30,
                        ----------------------      -----------------------
                        2003      2002   %Change    2003      2002    %Change
                        ----      ----   -------    ----      ----    -------
                                                     
Operating revenues   $136,043  $140,836   (3.4)   $274,885  $279,065   (1.5)
Costs & expenses
 Operating            102,215   103,623   (1.4)    206,905   206,449    0.2
 Selling, general
  & administrative
     Divisions         17,137    18,839   (9.0)     35,427    37,819   (6.3)
     Corporate          6,939     6,813    1.8      13,735    14,759   (6.9)
 Depreciation
  & amortization        2,106     2,035    3.5       4,345     3,960    9.7
                      -------   -------            -------   -------
    Total costs
     & expenses       128,397   131,310   (2.2)    260,412   262,987   (1.0)
                      -------   -------            -------   -------

Operating earnings,
     net                7,646    9,526   (19.7)     14,473    16,078  (10.0)
Other income
      (loss), net         (53)       1    N/M          (73)        4    N/M

Interest expense, net    (154)     (55)  180.0        (305)     (114) 167.5
                      -------   -------            -------   -------

Earnings before
 income taxes           7,439    9,472   (21.5)     14,095    15,968  (11.7)

Income taxes            2,982    3,600   (17.2)      5,594     6,068   (7.8)
                      -------   -------            -------   -------

Net earnings          $ 4,457  $ 5,872   (24.1)     $8,501   $ 9,900  (14.1)
                      =======  =======             =======   =======

Diluted earnings
  per share           $  0.27  $  0.32   (15.5)    $  0.52   $  0.54   (4.6)

Weighted average
 shares outstanding    16,444   18,298   (10.1)     16,469    18,267   (9.8)




                                  II. Condensed Consolidated Balance Sheets
                                  -----------------------------------------
                                           (Amounts in thousands)

                                         June 30,       December 31,
                                           2003            2002
                                         --------       -----------
                                                  
Assets
Cash & short-term investments             $23,527         $ 9,584
Accounts receivable, net                   86,304          87,221
Deferred tax assets                         4,292           2,529
Other current assets                        5,340           6,122
                                         --------        --------
 Total current assets                     119,463         105,456

Equipment, net                             18,547          19,844
Excess cost of net assets acquired, net   101,685         101,685
Other assets                                6,904           8,545
                                         --------        --------
                                         $246,599        $235,530
                                         ========        ========
Liabilities & Stockholders' Equity
Payables & accruals                      $ 37,725         $37,610
Other non-current liabilities               9,722           9,306
Stockholders' equity                      199,152         188,614
                                         --------        --------
                                         $246,599        $235,530
                                         ========        ========

                                     -MORE-




                                       III. Operating Statistics
                                       -------------------------
                                (Revenues and Operating Earnings in 000's)

                                            Three Months Ended
                                  June 30,     March 31,       June 30,
                                    2003         2003            2002
                                  -------      --------        --------
Hospital Rehabilitation Services
- --------------------------------
                                                       
Revenues
   Inpatient                      $33,778       $34,137         $32,057
   Outpatient                      12,535        12,022          12,612
                                  -------       -------         -------
   Total                          $46,313       $46,159         $44,669

Division Operating Earnings*      $ 7,943       $ 7,074         $ 7,757

Average Number of Programs
   Inpatient                          134           138             134
   Outpatient                          49            50              55
                                      ---          ----             ---
   Total                              183           188             189


Contract Therapy

Revenues                          $32,914       $30,926         $25,607

Division Operating Earnings*      $ 1,812       $ 1,739         $ 2,095

Average Number of Locations           455           431             374


Staffing

Revenues
   Supplemental                   $32,459       $35,436         $44,320
   Travel                          24,735        26,680          26,240
                                  -------       -------        --------
   Total                          $57,194**     $62,116**       $70,560

Gross Profit Margin
   Supplemental                      20.4%         20.3%           23.9%
   Travel                            19.0%         19.8%           21.5%
   Total                             19.8%         20.1%           23.0%

Division Operating
       Earnings (Loss)*           $(2,109)      $ (1,986)       $  (326)

Weeks Worked
   Supplemental                    23,386         25,134         33,789
   Travel                          12,589         13,607         13,314
                                   ------         ------         ------
   Total                           35,975         38,741         47,103

Average Number of
   Supplemental Branches               76             82            111



*Division  Operating  Earnings  (Loss) are earnings  before  interest and income
 taxes

**Includes intercompany sales of $0.4 million that staffing has sold to hospital
  rehabilitation services and contract therapy at market rates

WE INVITE YOU TO VISIT OUR WEB SITE AFTER NOON TODAY TO VIEW KEY  STATISTICS  IN
GREATER DETAIL @ www.rehabcare.com.

                                     -END-

                                                                    Exhibit 99.2

                        REHABCARE CONFERENCE CALL SCRIPT
                                  July 30, 2003

INTRODUCTION BY CONFERENCE OPERATOR
INTRODUCTION OF MANAGEMENT BY MORGEN-WALKE

     This  conference  call contains  forward-looking  statements  that are made
     pursuant to the safe harbor provisions of the Private Securities Litigation
     Reform Act of 1995.  Forward-looking  statements  involve known and unknown
     risks and  uncertainties  that may cause the  Company's  actual  results in
     future periods to differ  materially from forecasted  results.  These risks
     and uncertainties may include, but are not limited to, the cost, effect and
     timing of restructuring activities that have been commenced,  including our
     ability to achieve the annual expense  reductions  anticipated;  the timing
     and rate of the resumed  growth in the  staffing  division;  changes in and
     compliance with governmental  reimbursement rates;  regulations or policies
     affecting  the  hospital   rehabilitation  services  and  contract  therapy
     divisions,  including  our  estimates  with  respect to the effect of newly
     promulgated  regulations on the Company's business;  our ability to attract
     new  client   relationships   or  to  retain  and  grow   existing   client
     relationships  through the integration of our new  information  system with
     those of our clients and the development of alternative  product offerings;
     our ability to identify and consummate strategic acquisitions to accelerate
     growth in our divisions;  our ability, and the additional costs, to attract
     operational and professional  employees;  significant  increases in health,
     worker's  compensation  and professional  and general  liability  insurance
     premiums;  the adequacy and  effectiveness of operating and  administrative
     systems;  litigation  risks,  including our ability to predict the ultimate
     costs and  liabilities  or the  disruption of our  operations;  competitive
     effects on pricing and margins; and general economic conditions,  including
     efforts by insurers,  healthcare providers and others to contain healthcare
     costs.

INTRODUCTION AND WELCOME BY ED TRUSHEIM
- ---------------------------------------
Good morning and thank you for joining us today.  I'm Ed  Trusheim,  Chairman of
the  Board of  Directors  of the  Company.  In a few  moments,  I will  turn the
conference call over to John Short, our Interim Chief Executive Officer, for his
remarks on the second quarter's  performance and, more importantly,  his plan to
return the  Company to its former  growth and  profitability.  Before I do so, I
will update you on the progress we are making in our search for a permanent  CEO
of the Company.  In our last  conference call on June 4, I stated that the Board
would be very  deliberate in our search  timeframe,  taking up to nine months in
order to  provide  sufficient  time for Dr.  Short to  initiate  the  changes we
believe are necessary to enhance the success of the Company.  We intend to stick
by this  approach  and if  necessary  take a little  longer  to find  the  right
candidate.  To date, we have formed the search  committee  made up of myself and
one other independent board member, Mr. Ted Wight. We have asked our senior vice
president  of human  resources,  Patty Fish,  to serve in a support role for the
committee.  We have received  proposals  from six nationally  recognized  search
firms and have  reduced the number to two,  either of which could do the job. We
will make a  selection  between  the two firms by the end of August  and then we
will develop our leadership  characteristics  and selection  criteria  before we
proceed to  identify  candidates.  While we are not yet in a position to discuss
with you specifics of the characteristics and criteria, a proven track record in
leading  growth,  deep  knowledge of the  healthcare  industry and  demonstrated
ability  to lead  large  complex  organizations  such as ours will be  important
characteristics. And now, Dr Short.

REMARKS BY JOHN SHORT
- ---------------------
Good morning and thank you, Ed, for the update on the search process. And, thank
you to those of you listening in for joining us today.  With me from  management
today  are:  Tom  Davis,  President  of  our  Hospital  Rehabilitation  Services
Division;  Pat Henry,  President of our Contract  Therapy  Division;  Todd Cook,
President of our Travel  Staffing  segment;  Laurie  Schadegg,  President of our
Supplemental Staffing segment; Vince Germanese, Chief Financial Officer; Hickley
Waguespack,  Executive Vice President;  Jim Douthitt,  Chief Accounting Officer;
and Betty Cammarata, Director of Investor Relations.

We will all be  available  during the question  and answer  period  following my
formal remarks.

During this call, I will review our plans for improving growth and profitability
in our Company as was laid out in our press release  issued earlier this morning
and provide additional  explanation for the quarterly  results.  Vince Germanese
will begin by providing additional information about our financial results.

Thank you, John,
In the Hospital  Rehabilitation  Services division, we saw modest growth in both
operating  revenues and  operating  earnings  and we  continued  our progress to
integrate the inpatient and outpatient segments. We are cross-training our teams
in the  various  offerings  and are  reassigning  management  based on  customer
relationships instead of product.  We are moving rapidly to reduce costs through
elimination of redundant positions, and we have begun to experience cost savings
as we take advantage of the synergies in the integrated business unit.

The inpatient segment experienced good unit financial performance for the second
quarter  compared to the first  quarter  driven by higher  revenue per location,
increased  discharges per location,  and improved  margins.  Our total number of
units at the end of the quarter was 134,  one fewer than the end of the previous
quarter (4 openings and 5 closures and of the 5 closures, 3 were subacute).  Our
backlog  stood  at 7, 4 of  which  require  certificates  of need to  open.  Our
challenge remains growing the number and size of our units.

Performance improved in the outpatient segment in the second quarter compared to
the  first  quarter,  driven by  increased  visits  per  location  and  improved
productivity  despite a closure  during the  quarter.  Again,  our  challenge is
increasing growth in the number of sites in our outpatient segment.

On the topic of changing regulations, we have spent considerable time and effort
responding to the Centers for Medicare and Medicaid Services proposed 75 percent
rule  this  quarter.  We have  recently  learned  that CMS  plans to issue a new
proposed rule on August 1 together with a final rule on payment  rates.  The new
proposed 75 percent rule will have an additional  60-day comment period.  In our
response to CMS, we made two key points as follows:

o    The Rule was developed in 1984 and should be updated to current practice of
     rehabilitative  medicine;  other CMS criteria for admission to a rehab unit
     such as required hours of therapy per day need to be given due weight

o    Strict  enforcement  of the Rule will conflict with access to care in rehab
     units

As soon as we learn of the final rule and can assess its impact on our business,
we will have more to say on the subject.

Our contract therapy division  continues to have success  increasing its average
quarterly revenue per location  year-over-year to over $72,000,  or 5.7 percent.
The  division  added 9 net  facilities  during  the  quarter,  ending  with  448
facilities  under  contract,  compared  to  382 at the  end of the  2002  second
quarter.  The number of openings  dropped to 41 consistent  with our  historical
average following the strong first quarter openings of 58. Closures increased by
one to 32 with 24 of those  closures  resulting  from action we initiated due to
unacceptable payment risk or profitability  concerns. Our backlog remains strong
at 31.

The therapist shortage continues to present staffing challenges for the division
forcing the use of high priced contract labor to support our operations. We have
added  resources to the recruiting team and have focused efforts on reducing the
"time to fill" our open positions.

With regard to the therapy  caps,  we continue to anticipate a September 1, 2003
implementation  and to work with industry  groups  toward a better  solution for
this regulation. Our revised guidance contains our estimated impact on operating
revenues,  costs and  operating  earnings  for the  remainder  of the year after
September 1.

Our staffing division continues to be negatively  impacted by a general softness
in demand, driven primarily by lagging vacancy rates,  improvement in healthcare
clients hiring, cost reduction efforts and a soft economy. On a long-term basis,
we  continue  to  believe  that the  demand  for  nurses  and  other  healthcare
professionals will outpace the growth in supply.

In supplemental  staffing,  total weeks worked declined 7 percent to 23,386 from
the prior  quarter  resulting  from a decrease  in all  nursing  skill mixes and
offset by a 6 percent increase in weeks worked within allied health.  Same store
revenue  decreased  17.6 percent  year-over-year  and 7.2 percent  sequentially.
Gross profit margins remained relatively flat sequentially with slight increases
in average pay rates  relative to average  bill rates offset by a shift in skill
mix. We continue to reduce branch  personnel and consolidate  branch back office
operations to partially offset the declines in volumes.

In travel  staffing,  total weeks worked  declined 7.5 percent  sequentially  to
12,589  with  all  categories  of  personnel  declining.  Gross  profit  margins
decreased sequentially due to increases in pay rates and compensation allowances
not covered by increases in bill rates.  On a positive note,  gross weeks booked
in June were the highest since October of 2002.  This statistic is a key leading
indicator for the future of the segment.

Our balance sheet remains  strong with more than $23 million in cash at June 30,
$10 million in operating cash flow for the quarter and capital  expenditures  of
about $1.5 million.  Day's sales  outstanding  were 58 days, up .4 of a day from
last  quarter  and 3.5 days from the year ago  quarter.  We  continue  to have a
debt-free  balance  sheet  with a credit  facility  in  excess  of $110  million
available for our strategic initiatives.

Finally, Jim Douthitt, our Chief Accounting Officer, has accepted a CFO position
with a private company in Florida, working for a former RehabCare executive. Jim
is a dedicated  executive and  contributed  significantly  to  RehabCare's  past
success.  We will  miss him and  wish him  success  in his new  career.  We have
several candidates we are looking at to replace him during the third quarter.

Now I will turn the call back over to John -

Thanks, Vince,
As you know,  I have been at the helm of our  Company now for almost 8 weeks and
have had the  opportunity  to review each of our three  divisions and all of our
support departments.

Each of our businesses is facing significant  regulatory,  resource and industry
pressures, which are negatively impacting their operating performance.  While we
have been addressing these issues through closing of unproductive facilities and
reducing expenses,  the performance of the businesses is still not satisfactory.
Accordingly,  we have instituted a comprehensive multi-faceted program to return
our company to growth and  improved  profitability.  Key elements of the program
are:

1.   An  examination  of our  service  offerings,  emphasizing  a  continuum  of
     services  approach  to  redesign  the  value  proposition  of our  existing
     services.  As you are aware, a value proposition defines the value received
     by our clients from RehabCare's  services in profits or quality improvement
     compared to the cost of those services.

2.   Enhancement of client  relationships to provide more comprehensive  service
     offerings creating long-term partnerships;

3.   Acquisitions in each of our divisions; and

4.   Operational restructuring, which will ensure RehabCare's competitiveness in
     the marketplace.

First, we are retooling our product offerings,  as we indicated,  in each of our
divisions  to make them more  market  responsive.  For  example,  in our HRS and
Contract Therapy divisions,  using a model developed with one of our longest and
largest standing clients, we are creating a continuum of rehabilitative  service
delivery  covering  inpatient,  outpatient  and  skilled  care,  both inside the
hospital and freestanding.

In our  staffing  division,  we are  working to fully  integrate  our travel and
supplemental operations to enable us to provide a single point of contact to our
clients.  This  single  point of  contact is  something  our  clients  have been
demanding.  This  capability  will enable us to  implement  a market  management
concept  focused  on  client  relationships,  and will  allow us to  reduce  our
reliance  on  costly  branch  operations.  We are  developing  the  systems  and
processes  necessary to implement a variable  staffing  management  program that
emphasizes clinical personnel development and the optimization of variable labor
usage  through  partnership  with our  clients.  Finally,  we are  demonstrating
measurable  quality through our partnership  with Simulis LLC, a global provider
of  simulation-based  e-learning  and training  solutions.  We believe this will
distinguish  us to our clients,  allowing us to offer  objective and  measurable
competency and skill set validation for our professionals on assignment.

The second  component  of our plan is that we are  committed  to  becoming  less
transaction-oriented   in  our  business  and  more  focused  on  comprehensive,
long-term partnerships with our clients. For example, we have the opportunity to
deploy capital to develop de novo programs or expand programs  within  hospitals
to meet patient demand. We have existing, but preliminary, negotiations underway
with a number of hospitals to more fully  develop  these types of  arrangements.
With our strong  balance sheet and  operating  cash flow, we can easily handle a
number of these larger opportunities  annually.  Opportunities such as these can
provide us with accelerated growth potential, longer client relationships, and a
base to expand our  continuum  of  services  in  partnership  with the  dominant
hospitals and health systems in their respective markets.

Third,  we intend to make strategic  acquisitions  to develop  critical mass and
market  relationships  in priority  locations  for StarMed,  further  accelerate
growth and therapy  resource  availability  for  Contract  Therapy and  identify
program continuum  opportunities in larger markets with key hospitals in HRS. We
have  assigned  experienced  senior  executives in our  organization  to focus a
significant part of their time on developing a pipeline of opportunities  for us
to consider.

The fourth component  involves a restructuring of our operations that includes a
cost  reduction  target of some $12 million  annually  across all aspects of our
operations.  This restructuring  eliminates management  redundancies in Hospital
Rehabilitation  Services and reduces operating  overhead in Contract Therapy and
StarMed,  as well as our corporate support services.  Approximately 75 positions
are  affected,  saving  $5.7  million,  or 47.5  percent  of our  target.  Other
components  include  restructuring  our health insurance  programs,  which would
result in 25 percent of the savings and restructuring  our vendor  relationships
and  reducing our  discretionary  expenditures,  which make up the  balance.  We
intend to complete this restructuring in the third quarter.

As to the outlook for the remainder of the year.  Our efforts to reduce our cost
of operations  and selling,  general and  administrative  costs will result in a
one-time  termination  benefits  charge of about $ .6 million after taxes in the
third quarter.  This charge  reflects  primarily  severance and related  benefit
continuance  costs  together  with legal and  outplacement  fees.  Overall,  our
efforts  to  reduce  our  costs  in  the  restructuring  and  other  initiatives
undertaken since the first quarter with a target reduction of $12.0 million,  as
previously  mentioned,  should result in a reduction of our  quarterly  selling,
general and administrative costs in excess of $4.0 million in the fourth quarter
when compared to the second quarter of 2003. We believe these  initiatives  will
greatly improve our prospects for a successful 2004.

With that I would like to have our operator open the call for questions.




Following Questions and Answers -
- ---------------------------------

As a  reminder,  this  conference  call is being  webcast  live on our web site,
www.rehabcare.com  and will be  available  for replay  beginning at 1:30 Eastern
time today. For your reference, we continue to provide the statistics section on
our web site offering quarterly historical  statistics for each of our operating
divisions for the last five years.  We invite you to view this  information  and
hope it will be useful to you.

I want  to  thank  all  that  participated  in  this  call.  We  appreciate  the
opportunity  to tell the story of the new  RehabCare.  I also want to express my
appreciation  to the management team for the good spirit in which they have made
difficult  decisions and to John Short for his dynamic and positive  leadership.
Thank you. This concludes the conference call.