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

                                  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): October 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 October 30, 2003, announcing our earnings
                  for the 3rd quarter 2003

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


Item 9.        Regulation FD Disclosure.

     The information in Exhibit 99.2 is incorporated herein by reference.

Item 12.       Results of Operations and Financial Condition.

     The information in Exhibit 99.1 is incorporated herein by reference.




                                   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:  October 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 October 30, 2003, announcing our earnings  for the 3rd
     quarter 2003

99.2 The script for a conference call held by the registrant on October 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
                             Financial Dynamics:
                             Gordon McCoun/Lanie Fladell
                             Press: Sean Leous
                             (212) 850-5600

FOR IMMEDIATE RELEASE
Thursday, October 30, 2003

     REHABCARE GROUP, INC. REPORTS THIRD QUARTER 2003 OPERATING REVENUES OF
                     $135 MILLION AND DILUTED EPS OF $0.20
                         - After Restructuring Charge -
                          - Updates Guidance for 2003 -

ST. LOUIS, MO, October 30, 2003--RehabCare Group, Inc. (NYSE:RHB) today reported
financial  results for the third  quarter and nine months  ended  September  30,
2003. Results for the quarter and nine months are summarized below.


                                         Quarter Ended         Nine Months Ended
                                   Sept.30,  June 30, Sept.30,      Sept.30,
                                     2003     2003     2002      2003     2002
                                     ----     ----     ----      ----     ----

                                                           
Consolidated Operating Revenues     $135.0   $136.0   $142.7  | $409.8   $421.8
Consolidated Net Earnings              3.3*     4.5      7.1  |   11.8*    17.0
Consolidated Diluted
  Earnings Per Share                  0.20*    0.27     0.41  |   0.72*    0.95

HRS Inpatient Operating Revenues      34.2     33.8     33.1  |  102.1     96.9
HRS Outpatient Operating Revenues     12.3     12.5     12.1  |   36.9     36.8
- --------------------------------------------------------------------------------
HRS Operating Revenues                46.5     46.3     45.2  |  139.0    133.7
HRS Operating Earnings                 8.6**    7.9      8.8  |   23.7**   23.2
- --------------------------------------------------------------------------------
Contract Therapy Operating Revenues   33.6     32.9     27.2  |   97.4     76.2
Contract Therapy Operating Earnings    0.9**    1.8      2.6  |    4.5**    6.2
- --------------------------------------------------------------------------------
Supplemental Operating Revenues       29.6     32.5     42.8  |   97.5    133.2
Travel Operating Revenues             25.6     24.7     27.4  |   77.0     78.5
- --------------------------------------------------------------------------------
Staffing Operating Revenues          $55.2    $57.2    $70.3  | $174.5   $211.7
Supplemental Gross Profit Margin      18.5%    20.4%    23.9% |   19.8%    23.4%
Travel Gross Profit Margin            16.0     19.0     21.9  |   18.3     21.6
- ------------------------------------------------------------------------------
Staffing Gross Profit Margin          17.3%    19.8%    23.1% |   19.1%    22.7%
Staffing Operating Earnings (Loss)   $(2.6)** $(2.1)   $ 0.2  |  $(6.7)** $(1.8)
- --------------------------------------------------------------------------------


Amounts are in millions, except per share data.
 *Includes restructuring charge of $0.8, or $0.05 per diluted share, after tax.
**Excludes restructuring charge.


                                     -MORE-


Highlights of the third quarter results are:

o    The  Hospital   Rehabilitation  Services  division  (HRS)  achieved  modest
     year-over-year  and sequential  growth in operating  revenues due to higher
     revenue from the inpatient segment.  Inpatient operating revenues increased
     by 3.2 percent  from the  year-ago  quarter and 1.1 percent from the second
     quarter of this year as a result of improved revenues per program.  Average
     number  of  programs  in the  inpatient  segment  declined  from 137 to 133
     year-over-year  and  from  134 to 133  sequentially.  Outpatient  operating
     revenues  were  up  2.0  percent  year-over-year,   but  down  1.5  percent
     sequentially.  Improved  operating  revenues  per program  were offset by a
     decline in average programs from 55 to 48 year-over-year  and from 49 to 48
     sequentially.

     Operating  earnings for the division  declined 2.2 percent  compared to the
     year-ago quarter, but improved 8.7 percent sequentially as selling, general
     and   administrative    expenses   and   corporate   allocations   declined
     significantly due to the Company's restructuring.

     The so-called 65 Percent Rule is not expected to impact  operating  results
     in 2003,  as the final rule is not  expected  to be  released  until  early
     December 2003, with  implementation  no sooner than early 2004. The Company
     typically  does  not make  specific  comments  on the  impact  of  proposed
     rulemaking or legislation prior to final  effectiveness as the impact often
     changes  significantly  during the  approval  process.  However,  given the
     advanced  stage of this proposed  rule and the  evaluation of the potential
     impact  completed  by the  Company,  the rule's  impact is  expected  to be
     manageable  in 2004 with an estimated  decline in  discharges  of zero to 3
     percent  in our HRS  division  due to  differing  cost  reporting  periods.
     Mitigation  strategies to replace utilization through enhanced internal and
     external census development move the impact of the decline in discharges to
     the lower end of the range.  While the rule primarily  affects the Hospital
     Rehabilitation  Services  division,  the Company  expects that the Contract
     Therapy  division  will  potentially  benefit,  as patients  that cannot be
     served in the acute rehab  setting may receive  therapy in the nursing home
     setting served by the latter division.

o    The Contract Therapy division improved quarterly operating revenues by 23.5
     percent  year-over-year and 2.1 percent  sequentially due to the opening of
     new locations.  The average revenue per location increased 3.5 percent from
     last year's  third  quarter as a result of the  continued  focus on opening
     larger locations.  On a sequential basis,  however, the average revenue per
     location  declined  1.8 percent as a result of the Part B therapy caps that
     were implemented on September 1, 2003.

     Quarterly operating earnings declined 64.6 percent  year-over-year and 49.6
     percent   sequentially,   due  to  an  increase   in  contract   labor  and
     salary-related  expenses,  as well as lower  productivity  as a result of a
     complex information system conversion during the quarter.

     The information  system conversion is now complete and management is taking
     action  to  improve  productivity.  The  division  expects  improvement  in
     operating earnings over the next two quarters as a result of these actions.

     The Part B therapy caps impact the Company's  Contract Therapy division and
     provide for a cap of $1,590 on certain Part B therapy  services through the
     remainder of 2003.  The division is able to mitigate  some of the impact of
     the caps through therapy productivity  improvements.  However,  because the
     caps may be  short-term  in duration,  the division has elected not to make
     more permanent changes to its operating model.

o    The  Staffing  division  experienced  declines in operating  revenues  both
     year-over-year  and  sequentially,  primarily  as a result of a decline  in
     weeks worked in the  supplemental  segment due to a continued  softening in
     demand. Third quarter operating  earnings/loss declined  year-over-year and
     sequentially.   Gross  profit   margins  in  both  segments  also  declined
     year-over-year  and  sequentially  as a result of increased  salary-related
     expenses  and staff  incentives  that were not covered by increases in bill
     rates.  Partially  offsetting  these  factors were  reductions  in selling,
     general  and   administrative   expenses   resulting   from  the  Company's
     restructuring initiatives.

          Operating   revenues  in  the  Travel  segment  declined  6.7  percent
          year-over-year  but  grew 3.4  percent  sequentially,  primarily  as a
          result of incentive  programs  implemented  during the third  quarter.
          Despite the sequential improvement in operating revenues, gross profit
          margin  decreased  15.8  percent  from the  second  quarter  due to an
          increase in compensation, meal and housing costs imbedded in incentive
          programs  implemented  to increase  volumes.  Management  has adjusted
          these incentives and expects that gross profit margins will improve in
          the fourth quarter.

          Operating  revenues in the Supplemental  segment declined 30.9 percent
          from the year ago quarter and 8.8 percent  from the second  quarter of
          this year.  The  decline in  operating  revenues  was driven by an 8.3
          percent  sequential  decrease in weeks  worked.  Gross profit  margins
          declined  both  year-over-year  and  sequentially  due to increases in
          professional and general liability and workers' compensation insurance
          accruals in the third quarter.  Analyses have been completed  specific
          to each market  resulting  in specific  action  plans for each branch.
          These plans are expected to assist in achieving fourth quarter targets
          and breakeven performance for 2004.

     Diluted shares outstanding  decreased by 5.2 percent from last year's third
quarter and 8.3  percent  from last year's  nine  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.

     As  announced  in  the  second  quarter  earnings   release,   the  Company
successfully completed its operational  restructuring  resulting in a charge for
termination  benefits  and other  costs of  approximately  $772,000  after  tax,
equivalent to $0.05 per diluted  share.  Approximately  85 percent of the charge
relates to severance  payments and outplacement  costs. This was higher than the
previously  announced  after-tax  charge of $600,000.  The  difference is due to
costs associated with additional  positions eliminated and future lease payments
related to the  closing  of several  supplemental  branches.  The  restructuring
program,  which also includes  reductions  in health  insurance  program  costs,
changes to vendor  relationships  and reductions in  discretionary  expenditures
such as travel, is on track to achieve the expected $12 million  annualized cost
reduction.  We expect to realize a portion of this cost  reduction in the fourth
quarter of this year and the full effect in 2004.

     RehabCare is revising its prior  guidance for full-year  2003 results given
the  operating  results in the third  quarter and the outlook for the balance of
the year.  Included  in  expected  fourth  quarter  2003  performance  is a more
significant  negative  impact of Part B therapy caps on the  estimated  Contract
Therapy contribution margins, as previously explained,  and the impact on fourth
quarter Travel operating  profitability and reduced bookings during the month of
August.  Management  expects operating  revenues of $530 million to $545 million
for the year,  unchanged from prior guidance.  However, due to the factors cited
above,   current   expectations  are  for  earnings  before   interest,   taxes,
depreciation  and  amortization  (EBITDA)  between $35 million and $40  million,
compared to $39  million to $43 million  previously,  and diluted  earnings  per
share in the range of $0.95 to $1.10,  compared  to a  previous  $1.09 to $1.23,
both of which include the impact of the $0.05 restructuring charge.

     On a more  positive  note, in addition to the cost savings  anticipated  to
accrue from the operational restructuring,  which is the first initiative of our
strategy  for return to a  profitable  growth  trend,  the Company  also reports
progress on its other three initiatives:

o    Examination  of the  Company's  Service  Offerings  - The  Company's  focus
     continues  on  developing a continuum of  rehabilitative  service  delivery
     covering  inpatient,  outpatient and skilled care, both inside the hospital
     and  freestanding.  The initiative now includes both a long-term acute care
     component and a home health  component  with the Company  developing a care
     management  service to manage the  continuum.  Importantly,  the regulatory
     developments in the 65 Percent Rule and the Part B therapy caps support the
     development of the continuum concept and have increased the importance of a
     closer working  relationship between the Hospital  Rehabilitation  Services
     and  Contract  Therapy  divisions.  In the  Staffing  division,  the  three
     initiatives involving Travel and Supplemental  integration,  implementation
     of a variable staffing management program and the Simulis  simulation-based
     e-learning and training program continue.

o    Strategic Partnering - The previously announced broadening of the Company's
     business  model in HRS,  both in terms  of the type of  relationship  (i.e.
     joint  ownership)  and  deployment  of  capital,  has  resulted in business
     opportunities in various stages of development.  The interest shown to date
     has confirmed our expectations.

o    Acquisitions   -  The  Company  is  considering  a  number  of  acquisition
     opportunities,  which are in various stages of negotiation for both the HRS
     and Contract Therapy divisions.

     Commenting  on progress on the  strategic  initiatives,  Dr. Short  stated,
"While I am  disappointed  with our  performance  due to  system  and  incentive
issues,  I remain confident that the fourth quarter is going to be back on track
and that our cost reduction objectives will be met. Furthermore,  our management
team is making good progress in  developing  new service  offerings,  which will
enable us to better manage the impact of regulatory changes brought about by the
65 Percent Rule and the Part B therapy  caps.  We are pleased with the number of
opportunities  that have developed as a result of our business  development  and
acquisition  initiatives and look forward to announcing concrete progress in the
near future.  We remain committed to the resumption of our Company's  profitable
growth,  and have a strong financial  position and capital  resources to execute
our strategy."

     RehabCare Group, Inc., headquartered in St. Louis, is a leading provider of
program  management  of hospital  rehabilitation  services  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 third 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,  November  20. The dial-in  number for the replay is (320)
365-3844 and the access code is 702165.

     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  and
sustain 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,   within  the  expected
timeframes,  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 and regulatory effects on pricing and
margins;  and general  economic  conditions,  including  efforts by governmental
reimbursement  programs,  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            Nine Months Ended
                               September 30,                September 30,
                         2003       2002    %Change    2003      2002    %Change
                         ----       ----    -------    ----      ----    -------
                                                         
Operating revenues     $134,962   $142,690   (5.4)   $409,847   $421,755   (2.8)
Costs & expenses
 Operating              103,581    103,909   (0.3)    310,486    310,358    0.0
 Selling, general
  & administrative
     Divisions           15,786     18,576  (15.0)     51,213     56,396   (9.2)
     Corporate            6,553      6,432    1.9      20,288     21,190   (4.3)
 Restructuring charge     1,286          -      -       1,286          -      -
 Depreciation
  & amortization          2,084      2,178   (4.3)      6,429      6,138    4.7
                        -------    -------             ------     ------
    Total costs
     & expenses         129,290    131,095   (1.4)    389,702    394,082   (1.1)
                        -------    -------            -------    -------

Operating earnings,
     net                  5,672     11,595  (51.1)     20,145     27,673  (27.2)

Other income
      (loss), net            10         11   (9.1)        (63)        15    N/M

Interest expense, net       144         95   51.6         449        209  114.8
                        -------    -------            -------    -------

Earnings before
 income taxes             5,538     11,511  (51.9)     19,633     27,479  (28.6)

Income taxes              2,215      4,374  (49.4)      7,809     10,442  (25.2)
                        -------    -------            -------    -------

Net earnings           $  3,323   $  7,137  (53.4)   $ 11,824   $ 17,037  (30.6)
                        =======    =======            =======    =======

Diluted earnings
  per share            $   0.20   $   0.41  (50.9)   $   0.72   $   0.95  (24.3)

Weighted average
 shares outstanding      16,540     17,455   (5.2)     16,507     18,002   (8.3)



                    II. Condensed Consolidated Balance Sheets
                             (Amounts in thousands)

                                         September 30,    December 31,
                                             2003            2002
                                         ------------     -----------
                                                     
Assets
Cash & short-term investments            $  27,428        $   9,584
Accounts receivable, net                    90,550           87,221
Deferred tax assets                          5,274            2,529
Other current assets                         5,614            6,122
                                           -------          -------
 Total current assets                      128,866          105,456

Equipment, net                              18,403           19,844
Excess cost of net assets acquired, net    101,685          101,685
Other assets                                 6,996            8,545
                                           -------          -------
                                         $ 255,950        $ 235,530
                                           =======          =======
Liabilities & Stockholders' Equity
Payables & accruals                      $  42,111        $  37,610
Other non-current liabilities               10,637            9,306
Stockholders' equity                       203,202          188,614
                                           -------          -------
                                         $ 255,950        $ 235,530
                                           =======          =======




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

                                            Three Months Ended
                                 September 30,   June 30,   September 30,
                                      2003         2003         2002
                                    -------      -------      -------
                                                     
Hospital Rehabilitation Services
- --------------------------------
Operating Revenues
   Inpatient                        $34,161      $33,778      $33,114
   Outpatient                        12,342       12,535       12,097
                                    -------      -------      -------
   Total                            $46,503      $46,313      $45,211

Division Operating Earnings*        $ 8,634      $ 7,943      $ 8,829

Average Number of Programs
   Inpatient                            133          134          137
   Outpatient                            48           49           55
                                        ---          ---          ---
   Total                                181          183          192


Contract Therapy
- ----------------
Operating Revenues                  $33,607      $32,914      $27,223

Division Operating Earnings*        $   913      $ 1,812      $ 2,581

Average Number of Locations             473          455          396


Staffing
- --------
Operating Revenues
   Supplemental                     $29,605      $32,459      $42,827
   Travel                            25,586       24,735       27,430
                                    -------      -------      -------
   Total                            $55,191**    $57,194**    $70,257

Gross Profit Margin
   Supplemental                        18.5%        20.4%        23.9%
   Travel                              16.0%        19.0%        21.9%
   Total                               17.3%        19.8%        23.1%

Division Operating
       Earnings (Loss)*             $(2,589)     $(2,109)      $  185

Weeks Worked
   Supplemental                      21,434       23,386       31,315
   Travel                            13,140       12,589       13,941
                                     ------       ------       ------
   Total                             34,574       35,975       45,256
Average Number of
   Supplemental Branches                 70           76          106



*Division  Operating  Earnings (Loss) are earnings  attributable to the division
before interest, income taxes, other income (loss) and restructuring charge.

**Includes  intercompany  sales of $0.3  million and $0.4 million (for the three
months ended September 30, 2003 and June 30, 2003,  respectively)  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
                                October 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  and
sustain 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 within the expected timeframes
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 and regulatory effects on pricing and margins;  and general economic
conditions,  including efforts by governmental reimbursement programs, 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 third  quarter's  performance.  Before I do so, I will give you a
good  news/bad news comment and then update you on the progress we are making in
our search for a permanent CEO of the Company.

     Briefly,  the bad news is that the  implementation  of our plans to improve
our growth and  profitability  are taking  longer to implement  than  originally
expected.  The good news is that our level of confidence in the success of these
activities is even higher now than originally assumed.

     At our August board  meeting,  we heard  presentations  from two  excellent
search firms. After considerable deliberation, we have selected a firm to assist
us in the selection of a permanent CEO.  However,  as you can see from our third
quarter results in our earnings release,  we have a considerable  amount of work
to do  with  each  division's  performance.  Consequently,  we are  deliberately
slowing the selection process so that John and our executive management team can
make the necessary short-term changes in our operations to get us back on track.

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  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;  Hickley  Waguespack,  Executive Vice President;
Vince  Germanese,  Chief Financial  Officer;  and Betty  Cammarata,  Director of
Investor  Relations.  I would also like to  introduce  Mark  Bogovich as our new
Chief Accounting Officer.  Mark was promoted in August and was formerly the Vice
President of Finance for the  Contract  Therapy  division.  He has been with the
Company for more than four years. Welcome, Mark.

     We will 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.

     Revenues for the third quarter were $135.0  million,  down 5.4 percent from
$142.7  million a year ago. We reported net earnings of $3.3  million,  or $0.20
per diluted share,  after a $772,000  non-recurring  after-tax charge,  equal to
$0.05 per share.  Excluding the charge, net income would have been $4.1 million,
or $0.25 per diluted share, compared to $7.1 million, or $0.41 per diluted share
in the  year-ago  quarter and $4.5  million,  or $0.27 per diluted  share in the
prior quarter.

     As you can see from the results we are disappointed with the performance of
the business  during the third  quarter.  While we began in the third quarter to
realize the cost savings generated by the operational  restructuring  previously
announced,  our progress was impeded by a number of factors.  Some of these were
environmental,  like the affect of the economy on our clients and the imposition
of Part B therapy caps,  while others were situations  where we, frankly,  could
have done a better job of managing through some of the challenges.

     I will now let Vince  take you  through  the  financial  discussion  of the
Company during the quarter.  After he's  finished,  I will give you an update on
where  we are  with  regard  to our  initiatives  to get  the  Company  back  to
acceptable levels of performance.

Vince -
     In the Hospital  Rehabilitation  Services division, we saw modest growth in
operating  revenues  year-over-year  and sequentially.  Operating  earnings also
improved sequentially, but declined slightly year-over-year.  Operating revenues
and operating  earnings both improved for the nine months ended September 30. We
have just about  completed  the  integration  of the  inpatient  and  outpatient
segments with the final  incorporation of our program  services  department into
the division.

     The inpatient segment  experienced  improved financial  performance for the
third  quarter  compared  to the second  quarter,  driven by higher  revenue per
program,  which,  in turn, is driven by increased  discharges  per program,  and
reduced  selling,  general and  administrative  expense.  Our average  number of
programs at the end of the quarter was 133 and we finished  the quarter with 129
programs,  five fewer than the end of the previous quarter (1 which was an acute
opening and 6 closures and of the 6 closures, 1 was subacute and the others were
small acute rehab programs). Of the closures, 5 were lost to self-operation, and
1 was a bankruptcy.  Our backlog stood at 10, 5 of which require certificates of
need to open.

     The outpatient  segment  experienced a slight decline in operating revenues
sequentially  as a result of the closure of two very small  programs,  offset by
improvement  in average  revenue per  program.  We finished  the quarter with 47
programs.

     We have spent  considerable  time during  this  quarter  responding  to the
revised  proposed 65 Percent Rule (formerly the 75 Percent Rule). The 65 Percent
Rule is a  condition  of  participation  for  Medicare  reimbursement  of  acute
rehabilitation  programs.  The rule will  mandate  that each  program  achieve a
certain  percentage of admissions in selected clinical types. We were pleased to
note that CMS incorporated  clinical  considerations  into the new proposed rule
and  provided  a  transition  period  for  up to  three  years  during  which  a
research-based rule can be considered for implementation. We continue to believe
that CMS should update the proposed rule comprehensively for current practice of
rehabilitative  medicine,  address access issues and the arbitrariness of the 65
Percent Rule.

     The  Company  typically  does not make  specific  comments on the impact of
proposed  regulatory  rulemaking  or  legislation  as the impact  often  changes
significantly  during the approval process.  However, the evolution of this rule
is sufficiently far along and our analysis is substantially  complete so that we
believe  we will be able to manage  the  impact  without  major  effects  on our
business.

     In  assessing  the impact of the Rule,  we  performed  an  evaluation  that
included a  program-by-program  review of the case types  served by each program
(using a relevant historical period) and the underlying clinical programs in the
hospitals'  acute setting to determine the likely  changes to the discharges for
that program as a result of compliance with the proposed rule. We then conducted
an analysis of the market that the unit  serves to  determine  whether  there is
potentially  unmet need for services of the type fitting the required profile of
discharges for the program.

     Using  these  data as an  indicator  of the impact on 2004  (assumed  first
effective year), we are estimating, in the aggregate, a decline in discharges in
the range of 0 to 3 percent in HRS, depending upon the success of our mitigation
strategy of identifying and providing rehabilitative services to the underserved
patients  in each of our  markets  and  giving  consideration  to the  effect of
varying cost reporting periods.

     As we  conducted  our  program-by-program  analysis,  we  became  even more
convinced of the validity of our post acute continuum  strategy,  which seeks to
provide  multiple  service  settings within a market,  anchored by a strong host
hospital  client,  in  order  to  service  a broad  spectrum  of  patients  with
rehabilitation   needs.  We  also  note  that  the  Contract   Therapy  division
potentially will benefit from the 65 Percent Rule implementation,  as it will be
in  the  position  of  receiving  patients  not  able  to  be  served  by  acute
rehabilitation  programs.  When the final  rule is  issued,  we will  update our
impact analysis and provide  information to you if significantly  different than
discussed on this call.

     Our Contract  Therapy  division  continues to have success  increasing  its
number of locations with the addition of 25 net  facilities  during the quarter,
ending with 473 facilities under contract, and compared to 394 at the end of the
2002 third  quarter.  The number of openings for the quarter was 50, which is up
from the 41 in the  second  quarter.  Closures  decreased  by 7 to 25 of which 8
resulted  from action on our part  because of  unacceptable  payment  risk.  Our
backlog remains strong at 31. The increased  number of locations was the primary
driver of the 23.5 percent increase in contract  revenues  compared to last year
and a slight increase over the second quarter.

     The Part B therapy  caps were  implemented  on  September  1, 2003 and will
remain  in effect  until at least  December  31,  2003.  In our  first  month of
operation  under the caps,  we  correctly  estimated  the  impact of the caps on
operating  revenues,  but  under-estimated the impact on operating earnings as a
result of the computer conversion described below. Our revised guidance contains
our estimated impact on operating revenues,  costs and operating earnings of the
Part  B caps  for  the  remainder  of the  year  after  September  1.  There  is
legislation currently pending in Congress for a one-year moratorium for the Part
B caps beginning January 1, 2004.

     Operating profits of the division declined 49.6 percent from second quarter
levels and 64.6 percent from the same period last year.  The therapist  shortage
continues to present staffing  challenges for the division  creating higher wage
requirements  and  forcing  continued  use of  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.

     In addition to the foregoing, the division experienced difficulty adjusting
staffing levels to declines in operating revenue brought about by implementation
of  the  Part  B  therapy  caps  and  as  a  result  of  a  short-term  lack  of
location-by-location management information resulting from the implementation of
our proprietary  PROMOS system in August.  PROMOS has been  successfully used in
our HRS inpatient  segment for a number of years. We implemented  PROMOS because
the prior  legacy  system in  Contract  Therapy  needed to be  replaced.  PROMOS
provides a common platform for both HRS and Contract Therapy program  management
divisions  and PROMOS gives us enhanced  clinical  compliance  capabilities.  We
experienced greater than expected difficulties in the conversion,  which reduced
our ability to react  appropriately  to daily  fluctuations  in patient  therapy
needs from a staffing  perspective.  This conversion also required a significant
amount of effort on the part of our people to insure  that  billing  and payroll
information  were  being  accurately  produced.  These  conversion  difficulties
impacted August and September operations and are behind us now. Contract therapy
management has completed a  program-by-program  review and action plan to insure
appropriate use of the new system and a return to a flex staffing  approach.  We
expect  this  division  to show  operating  earnings  levels  over  the next two
quarters more consistent with the first half of the year.

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

     In supplemental staffing,  total weeks worked declined 8.3 percent from the
prior quarter  resulting  from a decrease in all nursing  skill mixes.  This was
consistent with the  consolidation of seven branches during the quarter,  ending
the  quarter  with a total  of 65.  Same  store  revenue  decreased  17  percent
year-over-year and 4.8 percent sequentially.  Gross profit margins declined from
20.4 percent to 18.5 percent  sequentially,  principally because of increases in
workers' compensation and professional and general liability claims costs. These
were partially  offset by average pay rates  declining  faster than average bill
rates.  We have shown a  consistent  1,600 weeks worked since the second week in
July through the end of the third quarter, which is a positive trend.

     We will continue to evaluate branch  operations and consolidate  branch and
back office operations to partially offset the declines in volumes where we deem
the supporting markets unable to sustain profitable operations.

     In travel staffing,  total weeks worked increased 4 percent sequentially to
13,140 as a result of implementing  several incentive  programs.  Unfortunately,
gross  profit  margins  decreased  sequentially  3  percentage  points  as these
incentive  programs  proved  more  costly  than  originally  anticipated  due to
increases in bonuses and meal and housing  allowances.  Management of Travel has
since adjusted  these  incentive  programs to balance  revenues and gross profit
margins.  We  expect  improvement  in  gross  profit  margins  over the next two
quarters.  Additionally,  gross  weeks  booked in August  were the lowest  since
February  2003,  which will  contribute  to a greater than  expected  decline in
operating  revenues during the fourth  quarter.  Gross weeks booked in September
returned to pre-August levels and,  therefore,  we consider August performance a
one-time event.

     From a financial  perspective,  the Company's  balance sheet remains strong
with more than $27  million in cash at  September  30, no  long-term  debt and a
credit  facility in excess of $110 million  available  to support our  strategic
initiatives.  Our cash generation  remains strong,  with $5 million in operating
cash flow for the quarter before capital expenditures of about $1.7 million.

     Day's sales  outstanding  were 62 days,  up 4 days from last  quarter and 5
days from the year ago  quarter.  There has been a trend  over the past  several
years in  certain of our  divisions  to see  increases  in  accounts  receivable
between the second  quarter and third  quarter.  A factor  contributing  to this
trend is slow payments  from state  government  public aid systems  resulting in
several clients slowing payments.  In addition,  we are starting to see pressure
from large hospital clients to have 45-day terms in new contracts  instead of 30
days, generally, as previously  experienced.  We received several large payments
in early  October from  several of these  clients and are working with the small
remaining  number to develop  payment  plans or resolve  other issues  impacting
payment  terms.  We continue to be aggressive  managing our accounts  receivable
given the difficult payment environment.

Now I will turn the call back over to John -


Thanks, Vince,

     As we  discussed  last time,  there are four  elements  to our  program for
getting RehabCare back to acceptable levels of performance.

1. Restructuring
2. Reevaluation of our service offerings
3. Enhancement of client relationships
4. Acquisitions

     The restructuring component of the program is essentially complete, and the
financial impacts have already begun to show up in the third quarter.  We should
see  continued  improvement  in our costs through 2004 when we expect to realize
the full $12 million in annualized savings.

     On the  remaining  three  initiatives,  I must  tell  you  that I  spent  a
considerable  amount of time this  quarter  dealing  with the  margin  issues in
Travel  staffing and Contract  Therapy as well as reviewing the impact of the 65
Percent Rule on our HRS  division  and the Part B caps on our  Contract  Therapy
division.  We must accelerate our post acute  continuum of care  development and
further a closer market driven working relationship between our HRS and Contract
Therapy divisions.  As the prospective  payment system for acute  rehabilitation
programs matures,  we expect to see the same trends in our business as hospitals
saw in the  implementation  of  diagnosis-related  groups.  The incentives  will
support  treatment  of  patients  in less  costly  settings  like  home  health,
outpatient  and  skilled  nursing  with  the  patients  remaining  in the  acute
rehabilitation setting requiring even more intense service.

     I am  more  convinced  than  ever  that we must  better  differentiate  our
staffing product in the marketplace to effectively compete and grow gross profit
margins.  We are developing  differentiators  for our staffing  business dealing
with a one StarMed  approach,  training through the Simulis  partnership,  and a
target  market  framework for customer  service.  I have also given our staffing
executives the task to break even  financially for the full-year  fiscal 2004. I
will be in a position to report further on the results of this  initiative  when
we discuss our fourth quarter results.

     From a product and service  standpoint,  we are  developing  a continuum of
care with seamless integration of our inpatient, outpatient and contract therapy
divisions  in all of our  markets.  We are adding a care  management  component,
long-term acute care and home health  offerings to extend across that continuum.
We have just about  completed the  integration  of the inpatient and  outpatient
segments  downsizing  certain  support  positions,  which were  included  in our
restructuring and inserting several key business  activities  directly into that
business unit.

     Our efforts to form joint ventures and create closer working  relationships
with  clients are making  progress.  It is  premature to talk about any specific
developments in this area, but we believe we will be able to make  announcements
to this  effect  in the  fourth  quarter.  I am  pleased  at the  rate  that our
strategic  acquisitions  initiative has gained momentum since its inception last
quarter,  as it has in each  division  created a pipeline of  opportunities  for
consideration.  The  stated  goal of this  initiative,  and  the  charge  of the
executives  driving  it, is to identify  program  continuum  opportunities  that
complement the enterprise,  and accelerate  divisional  growth in key geographic
markets  through  strategic  combinations.  We look  forward  to also  making an
announcement  in the fourth  quarter  concerning  results on this  initiative.

     Finally,  with regard to our revised outlook.  With the challenges we faced
in the third quarter and the initial effects of the regulatory  changes,  we had
to revise our expectations  for 2003 earnings.  While we are keeping to our full
year revenue  target,  we are bringing  down our guidance for EBITDA by $3 to $4
million to reflect  the cost issues that Vince  discussed  in his  presentation.
This brings expected EBITDA to $35 to $40 million, resulting in EPS for the year
of between $0.95 and $1.10, down from a previous $1.09 to $1.23.

     You will note  that the bulk of the  reduction  in full year 2003  guidance
comes from the shortfall in our third quarter  performance.  While there will be
some  residual lag early in the fourth  quarter as our  corrective  actions gain
traction,  we expect our operating performance to be back on track by the end of
the year.  We thus expect to enter 2004 at the same level of  performance  as we
expected  in July when we last spoke to you.  We intend to provide  our  initial
guidance for 2004 when we report fourth quarter 2003 results in early February.

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


To be read 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.