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): May 5, 2005


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


        Delaware                         0-19294             51-0265872
(State or other jurisdiction          (Commission         (I.R.S. Employer
    of incorporation)                 File Number)        Identification No.)

 7733 Forsyth Boulevard
       Suite 2300
   St. Louis, Missouri                                  63105
(Address of principal executive offices)             (Zip Code)

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

                                 Not applicable
          (Former name or former address if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





Item 2.02      Results of Operations and Financial Condition

     The information in Exhibit 99.1 is incorporated herein by reference.

Item 7.01      Regulation FD Disclosure

     The information in Exhibit 99.2 is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits.

(c) Exhibits

     The following  exhibits are furnished pursuant to Item 2.02 and 7.01 hereof
and should  not be deemed to be "filed"  under the  Securities  Exchange  Act of
1934:

               99.1 Press  release dated May 5, 2005,  announcing  our first
               quarter revenues and results of operations.

               99.2 The script for a conference  call held by the  registrant on
               May 5, 2005



                                                                    Exhibit 99.1



                    CONTACT: RehabCare Group, Inc.
                             Vincent L. Germanese
                             Chief Financial Officer
                             Betty Cammarata, Dir.-Investor Relations
                             Press: David Totaro, Senior Vice
                             President, Corporate Marketing & Communications
                             (314) 863-7422
                                    or
                             Financial Dynamics
                             Gordon McCoun/Lanie Marcus
                             Press: Sean Leous
                             (212) 850-5600

FOR IMMEDIATE RELEASE
Thursday, May 5, 2005

                  REHABCARE GROUP, INC. REPORTS FIRST QUARTER 2005 RESULTS


ST. LOUIS, MO, May 5, 2005--RehabCare Group, Inc. (NYSE:RHB) today reported
financial results for the first quarter ended March 31, 2005. Comparative
results for the quarter follow.
                                                    Quarter Ended
Amounts in millions,                           Mar.31,          Mar.31,
except per share data                           2005             2004
- --------------------------------------------------------------------------------
                                                          
Consolidated Operating Revenues                $102.4           $104.5
Consolidated Net Earnings                         4.9              5.1(a)
Consolidated Diluted
  Earnings Per Share                              0.29             0.31(a)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Contract Therapy Operating Revenues              52.5             40.8
Contract Therapy Operating Earnings               2.4              2.4(b)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HRS Inpatient Operating Revenues                 35.6             35.4
HRS Outpatient Operating Revenues                12.2             11.7
- --------------------------------------------------------------------------------
HRS Operating Revenues                           47.8             47.1
HRS Operating Earnings                            6.7              8.8(b)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Healthcare Management Consulting
  Operating Revenues                              2.3(c)             -
Healthcare Management Consulting Operating Loss  (0.1)               -
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Staffing Operating Revenues                         -             16.7(d)
Staffing Operating Loss                             -             (0.1)(b)(e)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Equity in After Tax Loss of Affiliates           (0.4)            (0.4)
- --------------------------------------------------------------------------------
<FN>
(a)   Includes an after tax restructuring charge of $1.0 million, or $0.06 per
      diluted share and an after tax gain on sale of business of $0.3 million,
      or $0.02 per diluted share.
(b)   The first quarter 2004 restructuring charge was included in consolidated
      operating earnings, but not allocated to the individual operating
      divisions.
(c)   Includes intercompany sales, at market rates, of $0.2 million.
(d)   Includes intercompany sales, at market rates, of $0.1 million.
(e)   Includes a pretax gain on sale of business of $0.5 million.
</FN>


REHABCARE REPORTS FIRST QUARTER 2005 RESULTS                              Page 2

     John H. Short,  Ph.D.,  president and chief executive  officer,  commented,
"RehabCare's  performance in the 2005 first quarter was as expected. We had good
execution  by our  business  development  teams that  generated  an  increase in
signings of new clients and our operations  teams continue to manage through the
implementation of the 75% rule, capacity issues caused by the increase in length
of stay and the shortage of therapists.  We took a conservative  approach in our
response to recent CMS  transmittals,  which  impacted our inpatient  census and
discharges  in  January  and  February.   We  are  implementing  our  mitigation
strategies  and are seeing  improvements,  which we expect to continue  into the
second quarter."
     Dr. Short continued, "We were also impacted by the 75% rule in our Contract
Therapy division,  which drove significant growth in the number of higher acuity
Part A patients,  and  unfavorably  affected our  operating  margins  during the
quarter.  We are addressing the therapist  availability  and cost pressures with
more flexible staffing across our patient care settings."

Financial Overview of the First Quarter 2005
     Net revenues for the first quarter of 2005 were $102.4 million  compared to
$104.5  million in the year ago quarter,  a decline of 2.0 percent.  The decline
was due to the sale of the Company's staffing division to InteliStaf Holdings in
February  2004,  offset  mainly  by  growth in the  Company's  Contract  Therapy
division. The staffing division contributed $16.7 million of net revenues in the
first quarter of 2004.
     Consolidated  net earnings  were $4.9 million in the first  quarter of 2005
compared to $5.1 million in the prior year period. Earnings per share on a fully
diluted  basis were $0.29  compared to $0.31 for the same period last year.  The
net  earnings  and  earnings  per share  results  for the first  quarter of 2004
included a pretax  restructuring  charge of $1.7 million  related to the StarMed
sale ($1.0 million after tax or $0.06 per diluted share) and a $0.5 million gain
on the  completion  of the  StarMed  sale ($0.3  million  after tax or $0.02 per
diluted share). The after-tax effect of these  non-recurring items was to reduce
earnings by $0.04 per diluted share in the prior year quarter.

o    The Contract Therapy  division's net revenues for the first quarter of 2005
     increased 28.7 percent to $52.5  million,  compared to $40.8 million in the
     year ago quarter. Operating earnings for the quarter remained flat compared
     to the prior  year  quarter  at $2.4  million.  As of March 31,  2005,  the
     division had 716 programs.

                                    - MORE -

REHABCARE REPORTS FIRST QUARTER 2005 RESULTS                              Page 3

     The  year-over-year  first quarter increase in revenue  reflects  continued
     same-store   growth,  the  addition  of  programs  through  internal  sales
     initiatives as well as the  acquisitions  of CPR Therapies in February 2004
     and Cornerstone Rehabilitation in December 2004.

     Operating  earnings  remained flat year over year,  despite the increase in
     revenue.  This was  primarily  due to a shift in our  patient  mix to lower
     margin Part A patients  exacerbated by an increasing shortage of therapists
     which increased labor cost.

o    The Hospital  Rehabilitation  Services (HRS)  division's  first quarter net
     revenues  increased  to $47.8  million  compared  to $47.1  million in last
     year's first quarter.  Operating earnings for the quarter were $6.7 million
     compared to $8.8 million in the prior year  quarter.  As of March 31, 2005,
     HRS had 182 programs.

     The increase in HRS operating  revenues of 1.5% from the prior year quarter
     reflects  modest growth in our outpatient  business and a small increase in
     inpatient  revenues  driven  by a full  quarter's  revenue  from  VitalCare
     (acquired March 1, 2004),  partially  offset by the impact of the 75% rule.
     The implementation of the 75% rule, as previously discussed, has negatively
     impacted our unit level census and  subsequently  has lowered the number of
     discharges for the quarter as these patients are now being treated in other
     patient care settings.

     The  year-over-year  decline in operating earnings is largely the result of
     lower  earnings from the inpatient  business unit in 2005 compared to 2004.
     The  decline is the result of the  negative  impact on  revenues of the 75%
     rule,  and  replacing  higher margin acute  rehabilitation  units that were
     closed  with lower  margin  VitalCare  subacute  units that were  acquired.
     Because of the 75% rule mitigation strategies,  our inpatient units are now
     seeing more clinically complex patients that tend to require more therapist
     treatment  time than  patients  have  historically  without an  increase in
     billings to the host facility.

                                    - MORE -

REHABCARE REPORTS FIRST QUARTER 2005 RESULTS                              Page 4

o    Our investment in InteliStaf Holdings for the quarter resulted in an equity
     share loss of $0.4 million as InteliStaf  completed a debt re-financing and
     operational restructuring.

     The  Company's  balance  sheet at March 31, 2005 remains  strong with $42.4
million in cash, cash  equivalents and restricted cash,  minimal  long-term debt
and a credit facility with an available balance of approximately $115 million to
support strategic  initiatives.  Days sales outstanding at quarter end decreased
to 65.6 days from 66.5 days at the end of 2004. Cash flow used in operations was
$6.2  million  during  the first  quarter  2005 as  compared  with $8.9  million
provided  from  operations  in the same period of 2004.  The change in operating
cash flow from the  prior  year  quarter  is the  result of the lower  operating
margins,  first  quarter  2005  income  tax  payments  and  growth  in  accounts
receivable  brought  about by the  significant  growth in our  contract  therapy
division.   For  the  quarter,   the  Company  spent  $1.7  million  on  capital
expenditures,  principally  information  technology,  and  $3.6  million  on its
investment in the Kokomo, IN joint venture with Howard Regional Health System.
     The Company filed an 8-K on April 18, 2005,  indicating its decision to not
adopt FAS 123R until  January 1, 2006 based on the SEC's  announcement  to delay
the required implementation timeframe.
     Dr. Short  concluded,  "Looking  beyond the current  challenges,  we remain
optimistic  about the trends  affecting our business and the model for care that
we are  bringing  to the  market.  We  completed  the first  quarter  with solid
backlogs of new  openings in the  inpatient,  outpatient  and  contract  therapy
business  units.  We have  greater  clarity on how to contend with the 75% rule;
only 2 of our  units  are  currently  out of  compliance,  and  both  will be in
compliance  by the end of their cost  reporting  periods.  Despite  our case mix
index  increasing  from 1.07 to 1.09,  our length of stay has been care  managed
down by over 1 day and our discharges  have increased 10% since January 2005. We
are  responding  to the Part A/Part B mix shift and cost  pressures  in Contract
Therapy  and  expect  to see  improved  profitability  over the  course of 2005.
Finally,  we are not  changing  our  previously  provided  guidance  of revenues
between $418 million and $438  million,  and earnings per diluted share of $1.58
to $1.73."
     RehabCare  Group,  Inc.,  headquartered  in St.  Louis,  MO,  is a  leading
provider  of  contract  therapy and program  management  services  for  hospital
inpatient rehabilitation, skilled nursing units, and outpatient therapy programs
in conjunction with more than 890 hospitals and skilled nursing facilities in 37
states,  the District of Columbia  and Puerto  Rico.  RehabCare is pleased to be
included in the Russell 2000 and Standard and Poor's Small Cap 600 indices.

                                    - MORE -

REHABCARE REPORTS FIRST QUARTER 2005 RESULTS                              Page 5

     A listen-only  simulcast of RehabCare's first 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 1:00 P.M.  Eastern time today and ending at
midnight on May 27, 2005.  The dial-in  number for the replay is (630)  652-3041
and the access code is 11563417.
     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  RehabCare's  actual  results in future periods to
differ  materially from forecasted  results.  These risks and  uncertainties may
include,  but  are not  limited  to,  the  ability  of  RehabCare  to  integrate
acquisitions  and  to  implement  client  partnering  relationships  within  the
expected  timeframes  and to achieve the revenue and  earnings  levels from such
acquisitions and relationships at or above the levels projected;  changes in and
compliance  with  governmental  reimbursement  rates  and other  regulations  or
policies affecting  RehabCare's  businesses;  RehabCare's ability to attract new
client relationships or to retain and grow existing client relationships through
expansion of RehabCare's  contract therapy and hospital  rehabilitation  service
offerings and the  development  of  alternative  product  offerings;  the future
financial   results  of  InteliStaf   Holdings,   Inc.,  and  RehabCare's  other
unconsolidated  affiliates,  and the effect of those  results  on the  financial
condition and results of operations of RehabCare; the adequacy and effectiveness
of RehabCare's  operating and  administrative  systems;  RehabCare's  ability to
attract and the additional costs of attracting  administrative,  operational and
professional  employees;  significant increases in health, workers' compensation
and  professional and general  liability costs;  litigation risks of RehabCare's
past and future business,  including RehabCare's ability to predict the ultimate
costs and  liabilities  or the  disruption of its  operations;  competitive  and
regulatory effects on pricing and margins;  and general and 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 -

REHABCARE REPORTS FIRST QUARTER 2005 RESULTS                              Page 6


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

                                       Three Months Ended
                                             March 31,
                              --------------------------------------
                                 2005          2004        % Change
                                 ----          ----        --------
                                                  
Operating revenues             $102,431      $104,497         (2.0)
Costs & expenses
 Operating                       76,498        76,067          0.6
 Selling, general
  & administrative
     Divisions                    8,635         9,673        (10.7)
     Corporate                    5,999         6,317         (5.0)
 Restructuring charge                 -         1,666           N/M
 Gain on sale of business             -          (485)          N/M
 Depreciation
  & amortization                  2,293         1,768         29.7
                                -------       -------
    Total costs & expenses       93,425        95,006         (1.7)
                                -------       -------

Operating earnings, net           9,006         9,491         (5.1)

Other income (expense), net          14            (7)      (300.0)

Interest expense, net               (42)         (161)       (73.9)
                                -------       -------
Earnings before income
 taxes and equity in net loss
 of affiliates                    8,978         9,323         (3.7)

Income taxes                      3,635         3,864         (5.9)

Equity in net loss
  of affiliates                    (441)         (353)        24.9
                                -------       -------

Net earnings                   $  4,902      $  5,106         (4.0)
                                =======       =======

Diluted earnings per share     $   0.29      $   0.31         (6.5)
Weighted average diluted
 shares outstanding              17,145        16,728          2.5



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

                                       Unaudited
                                       March 31,      December 31,
                                          2005            2004
                                      -----------     ------------
Assets
                                                  
Cash & restricted cash                  $ 42,444        $ 53,478
Accounts receivable, net                  76,450          69,565
Deferred tax assets                       10,816          10,252
Other current assets                       2,383           1,690
                                        --------        --------
 Total current assets                    132,093         134,985

Equipment, net                            15,206          15,149
Excess of cost over net assets
    acquired, net                         68,681          68,340
Intangible assets                         11,638          11,884
Investment in unconsolidated affiliates   42,465          39,269
Other assets                               8,175           8,039
                                        --------        --------
                                        $278,258        $277,666
                                        ========        ========
Liabilities & Stockholders' Equity
Current portion of long-term debt       $  5,003        $  4,731
Payables & accruals                       46,581          53,803
                                        --------        --------
Total current liabilities                 51,584          58,534

Long-term debt, less current portion       1,941           2,142
Other non-current liabilities              9,741           9,962
Stockholders' equity                     214,992         207,028
                                        --------        --------
                                        $278,258        $277,666
                                        ========        ========

                                    - MORE -

REHABCARE REPORTS FIRST QUARTER 2005 RESULTS                              Page 7


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

                                           Three Months Ended
                                       Mar 31,             Mar 31,
                                        2005                2004
                                        -----               ----

Contract Therapy
- ----------------
                                                     
Operating Revenues                     $52,459             $40,754

Division Operating Earnings(a)(b)      $ 2,393             $ 2,438

Average Number of Locations                715                 536

End of Quarter Number of Locations         716                 564


Hospital Rehabilitation Services
- --------------------------------

Operating Revenues
   Inpatient                           $35,632             $35,343
   Outpatient                           12,181              11,744
                                        ------              ------
    Total                              $47,813             $47,087

Division Operating Earnings(a)(b)      $ 6,676             $ 8,797

Average Number of Programs
   Inpatient                               143                 130
   Outpatient                               41                  43
                                           ---                 ---
   Total                                   184                 173

End of Quarter Number of Programs
   Inpatient                               141                 146
   Outpatient                               41                  42
                                           ---                 ---
   Total                                   182                 188


Healthcare Management Consulting
- --------------------------------

Operating Revenues (c)                 $ 2,310                  -

Division Operating Earnings (Loss)(a)  $   (63)                 -

<FN>
(a)  Division Operating Earnings are earnings attributable to the division
     before interest, income taxes and other income (expense).
(b)  The first quarter 2004 restructuring charge was not allocated to the
     operating segments.
(c)  Includes intercompany revenues, at market rates, of $0.2 million for the
     quarter ended March 31, 2005.
</FN>


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


                                                                    Exhibit 99.2

                        REHABCARE CONFERENCE CALL SCRIPT
                                   May 5, 2005

INTRODUCTION BY CONFERENCE OPERATOR
INTRODUCTION OF MANAGEMENT BY FINANCIAL DYNAMICS

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  RehabCare's  actual  results in future periods to
differ  materially from forecasted  results.  These risks and  uncertainties may
include,  but  are not  limited  to,  the  ability  of  RehabCare  to  integrate
acquisitions  and  to  implement  client  partnering  relationships  within  the
expected  timeframes  and to achieve the revenue and  earnings  levels from such
acquisitions and relationships at or above the levels projected;  changes in and
compliance  with  governmental  reimbursement  rates  and other  regulations  or
policies affecting  RehabCare's  businesses;  RehabCare's ability to attract new
client relationships or to retain and grow existing client relationships through
expansion of RehabCare's  hospital  rehabilitation  and contract therapy service
offerings and the  development  of  alternative  product  offerings;  the future
financial   results  of  InteliStaf   Holdings,   Inc.,  and  RehabCare's  other
unconsolidated  affiliates,  and the effect of those  results  on the  financial
condition and results of operations of RehabCare; the adequacy and effectiveness
of RehabCare's  operating and  administrative  systems;  RehabCare's  ability to
attract and the additional costs of attracting  administrative,  operational and
professional  employees;  significant increases in health,  workers compensation
and  professional and general  liability costs;  litigation risks of RehabCare's
past and future business,  including RehabCare's ability to predict the ultimate
costs and  liabilities  or the  disruption of its  operations;  competitive  and
regulatory effects on pricing and margins;  and general and economic conditions,
including efforts by governmental reimbursement programs,  insurers,  healthcare
providers and others to contain healthcare costs.

INTRODUCTION AND WELCOME

Good morning and thank you for joining us today.  I'm John Short,  President and
CEO of the Company.  We're pleased that you could join us for the  discussion of
our first  quarter.  With me from  management  are:  Tom Davis,  Executive  Vice
President and Chief Development  Officer;  Pat Henry,  Executive Vice President,
Traditional Business;  Vince Germanese,  Chief Financial Officer; Mark Bogovich,
Chief  Accounting  Officer;  Don Adam,  Senior Vice President,  Acquisitions and
Betty Cammarata, Director of Investor Relations.

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

OPENING Remarks

In our year-end conference call on March 10, we discussed the challenges we were
facing  in  our  inpatient  division  in  the  first  quarter  as  a  result  of
transmittals  issued by CMS  interpreting  how  certain  case  types  were to be
treated  in the 75% rule  compliance  process.  The  quarter  was  every  bit as
challenging  as we  indicated  it would be. That said,  we finished  the quarter
where we expected.

The General  Accounting  Office report on the 75% rule was made available at the
end of April.  Although the report states that a need for additional research is
evident,  there  is no  indication  of any  significant  change  to the  planned
phase-in  of the  rule.  We  support  the GAO  report  in  terms of the need for
additional  clinical  data.  We  continue  to  disagree  with  the CMS 75%  rule
currently in place that does not consider the functional level of patients as it
applies to  diagnostic  restrictions.  We support  the  industry  position  of a
"freeze" of the compliance level at 50%, as additional  research is conducted by
us and others.

We have focused efforts on research and development to support clinical decision
matrices and will utilize our extensive  database of 14,000  patients per day to
support the appropriate utilization of resources across the post-acute continuum
of services we provide.

All of our acute units are in compliance with the 50% transition  based on their
cost report year with the  exception of 2 units which will be in  compliance  by
the end of their cost report year.

60.6% of all patients  admitted to our acute units met the  thirteen  qualifying
conditions comprising the 75% rule in the first quarter. Forty-three, or 37%, of
all of our acute units will enter the 60% compliance  transition  beginning July
1, 2005. Of the 43, 17 units already meet the 60%  transition  and the remaining
26 are averaging 55%, so we are confident we will meet this year's challenge.

To do this requires continued focus on our mitigation  strategies  referenced in
our March 10th conference call. These include:

1.   Clinical education and training
     Nursing  skills  assessment and training have been developed and are in the
     process of  implementation  at all acute  rehab  units.  We  currently  are
     training 46 skilled nursing facility clients to accept orthopedic  patients
     which have been affected by the 75% rule.
2.   Development of new referral sources
     We are targeting  managed care and commercial  payers through a re-designed
     managed care program. Using our field-based referral development employees,
     we  are  increasing  our  focus  on  neurology,  neuro-surgery  and  trauma
     patients.
3.   Further  implementation  of a continuum of care model which will facilitate
     movement of patients to the most clinically  appropriate and cost effective
     setting.

As expected, we saw an increase in length of stay as units admitted more complex
patients as a result of the  mitigation  strategy to change  referral  patterns.
This caused initial  capacity issues but much of the length of stay increase has
now been mitigated due to effective management of clinical treatment plans and a
change to a more effective care management model. Length of stay has declined by
over one day from January 2005 and discharges have increased by 10% for the same
time period. This despite an increase in case mix index from 1.07 to 1.09 within
the quarter.

It is  important  to note that while last week's call from AMPRA,  our  industry
trade group,  indicated an industry decline of 7% of rehab  admissions,  we have
only  experienced  a 2.4%  decline  since  the July 2004  implementation  of the
transition.

We had anticipated during the implementation of the 75% rule that we would see a
migration  of  certain  types of  patients  from acute  rehabilitation  units to
skilled nursing facilities. In fact, this became a significant factor during the
first quarter in the operating results of our Contract Therapy division.

As patients  typically seen in acute rehab settings  shifted to skilled  nursing
facilities, the 11% same store average daily census increase in therapy services
under  Medicare  Part A  reimbursement  began to outweigh our ability to provide
Medicare  Part B therapy  services.  Since  the per  minute  revenue  difference
between  providing  Part A  versus  Part B  services  is over  30%,  this  had a
significant impact on Contract Therapy's  contribution margin.  Typically growth
in Part A and Part B track together.  In this case, the spike in Part A patients
maxed out therapists'  time.  Staff capacity issues are being addressed  through
both improvements in productivity and utilization efforts.

Additionally,  the target market  operating  principles  have  demonstrated  the
ability to improve both therapist retention and efficiency.  Recruitment efforts
are underway to address  therapy  shortages  through  additional  allocation  of
resources directed at visibility campaigns,  and on campus recruiting activities
as well as internet advertising as part of regional and national initiatives. We
are also launching a campaign to incent our 8,500  clinical  colleagues to refer
friends and associates to our openings.

At this  point,  there are no updates on the  therapy  caps since our March 10th
call.  We are  expecting a GAO report to Congress on the Medicare Part B Therapy
Caps.  Once that report is  available,  we will have a better idea of the likely
direction  of these caps.  We continue to be  involved  and  represented  in the
planning  process to develop and recommend an  alternative  to CMS regarding the
Part B caps.

Outpatient  therapy  continues to perform as projected,  with modest growth over
last year.

Turning to the status of our new business development initiatives, in Q4 2004 we
consolidated  business development  strategies,  building upon best practices as
well as  cross  market  and  cross  continuum  opportunities.  In Q1 2005  these
initiatives  have borne fruit  resulting  in 12 new HRS signings of which 6 were
ARU's, 4 were subacute units, and two were outpatient programs. This compares to
5 new signings in Q1/04,  an  improvement  of 140%.  It also  reflects the third
straight quarter of new Outpatient Service signings.

Our strategy for  implementing  VitalCare  subacute  services in skilled nursing
facility  settings is also  beginning to take shape with two new signings in the
first quarter and a strong pipeline of potential opportunities.

In  Contract  Therapy,  there  were 64 new client  signings  this  quarter.  The
pipeline of new  opportunities  within  Contract  Therapy remains strong in this
market segment.

Turning to the  status of our  acquisition  and joint  venture  initiatives,  we
continue  to be  encouraged  by  the  number  of  opportunities  that  meet  our
investment and strategic criteria. Our backlog of nine non-binding joint venture
letters of intent plus several  complimentary  acquisition  targets comprise our
pool of opportunities.

Our two previously announced joint ventures,  Howard Regional in Kokomo, Indiana
and Valley  Baptist in  Harlingen/Brownsville,  Texas became  operational in the
first  quarter  and are meeting  expectations.  I also have an update for you on
UCLA.

As we have mentioned in our last several calls,  finding a real estate  solution
for our proposed  facility has proven to be challenging.  The combination of the
desire  for a  narrow  radius  of  distance  from  UCLA's  existing  facilities,
restrictive  zoning  regulations  within this specific area and hospital seismic
retrofitting  requirements in California  narrows the building options available
for our purposes. During this quarter we presented the only real estate solution
to UCLA that we believed  met these  requirements.  UCLA,  however,  declined to
accept the  solution.  This has led UCLA to decide it no longer is interested in
selling  the  assets  of  its  neuro-rehabilitation  unit  to us.  While  we are
disappointed  with this outcome  regarding UCLA, we will continue to develop our
existing southern California continuum of thirty-seven clients.

We now have five target markets:  Norfolk, VA; St. Louis, MO; Philadelphia,  PA;
Harlingen/Brownsville,  TX; and Kokomo,  IN, all markets  where we have sizeable
market share and most or all of the elements of the  continuum of care  delivery
system. In four of these five markets, we have appointed a senior manager as its
market  leader,  responsible  for all its  operations,  across all the  practice
settings,  throughout  the  continuum.  And, we are  beginning  to see  positive
results in these  markets.  For  example,  in the Norfolk  market,  in the first
quarter,  annualized  staff retention was greater than 95%, almost  one-third of
our  clinical  staff  worked in multiple  practice  settings,  and more than 200
patients were treated in more than one RehabCare managed venue. We believe these
results  show that we can manage staff and patients  across the  continuum  more
effectively  with our target  market  strategy.  As we gain further  traction in
these five markets, we will replicate our model in additional markets throughout
the country.

Our Phase 2 Consulting business continues to deliver steady results.  During the
first  quarter,  we began making  investments in product  development  and human
capital.  We further  developed the  infrastructure  to support  CareNexus,  our
proprietary  care  management  product,  and added two high  profile  healthcare
executives to our consulting team,  Mickey Bilbrey,  former president and CEO of
the  University  of Tennessee  Medical  Center,  and Preston Gee, a widely known
writer and lecturer and former executive at St. David's  Healthcare  Partnership
in Austin,  Texas. Our consulting business continues to have a strong backlog of
work carried over from 2004 and from the first quarter.

With regard to our investment in InteliStaf  Holdings in the first  quarter,  we
recognized a $400,000  loss from our equity share due to a debt and  operational
restructuring  which we  expected.  We  continue  to  believe  that  our  equity
ownership in  InteliStaf  will be a valuable  asset for the Company over time as
that business matures and the industry turns around.

Vince will now review our  financial  results of the Company for the quarter and
year-end.

Update on Financial Results

Thank you, John.

Net revenues for the first quarter 2005 were $102.4  million  compared to $104.5
million in the same quarter last year, or a decline of $2.1  million,  primarily
due to the first quarter 2004  inclusion of revenues  from the Company's  former
staffing  division.  The staffing  division  contributed  $16.7  million to last
year's first quarter  revenue.  Revenues were up  sequentially  7.7 percent from
$95.1 million in the preceding  quarter.  Net earnings decreased to $4.9 million
in the first  quarter 2005 compared to $5.1 million a year ago and declined from
$6.3  million  in the  fourth  quarter  of 2004.  Earnings  per share on a fully
diluted  basis were $0.29  compared to $0.31 last year and $0.37 in the previous
quarter.   First  quarter  2004  EPS  and  net  earnings   results   included  a
restructuring  charge of $1.0 million after tax (or $0.06 per diluted share) and
a gain on the sale of the staffing  division of $0.3 million after tax (or $0.02
per diluted share).

Net revenues for the Contract Therapy  division were $52.5 million,  an increase
of 28.7  percent from $40.8  million in the 2004 first  quarter and were up 12.4
percent on a sequential basis.  Operating earnings for the division were flat at
$2.4 million  compared to the prior year first  quarter and  declined  from $3.5
million in the fourth quarter 2004. The increase in revenues reflects  continued
same-store  growth,  a significant  addition of programs  through internal sales
initiatives as well as the  acquisition of CPR Therapies in February of 2004 and
the  acquisition  of  Cornerstone  Rehabilitation  in  December  2004.  The flat
year-over-year  and  sequential  decline in  operating  earnings for the current
quarter  resulted from increased  therapist labor costs due to the use of higher
cost contract labor,  pay rate increases and higher  overtime  usage.  Operating
earnings were also adversely  affected by increases in host  facilities'  Part A
therapy patient census,  which has caused a shift in patient mix to lower margin
Part A therapy services.

The division finished the first quarter with 716 locations  compared to the year
ago  total of 564 and  added  26 net new  locations  during  the  quarter  on 43
openings and 17 closures.  Of the 17 closures in the first  quarter,  seven were
for  non-payment;  a small chain of six facilities  took their therapy  programs
in-house, two clients cancelled, one client sold their facility and one facility
closed. The division's backlog remains strong at 46 compared to 31 at the end of
the fourth quarter.

Net  revenues in the first  quarter  for our  Hospital  Rehabilitation  Services
division  increased  1.5 percent at $47.8  million  versus $47.1 for last year's
first  quarter  and  increased  2.4  percent on a  sequential  basis.  Operating
earnings  for the  division  declined to $6.7  million  from $8.8 million in the
prior  year  quarter,  and  decreased  from  $7.9  million   sequentially.   The
year-over-year  revenue  increase  reflects  modest  growth  in  our  outpatient
division,  a full  quarter's  revenue from  VitalCare,  partially  offset by the
impact of the 75% rule. The increase in revenues  sequentially  is the result of
the opening of four new outpatient locations and same store growth in outpatient
units. The  year-over-year  decline in operating earnings is the result of lower
earnings  in the  inpatient  business  due to the impact of the 75% rule and the
change in mix of business  due to  increases  of  VitalCare  subacute  units and
decreases in acute  rehabilitation  units. In addition,  as I discussed  earlier
about  Contract  Therapy,  higher  therapist  labor costs from  increased use of
outside  contract labor also  negatively  impacted our HRS division's  operating
earnings. The sequential decline was primarily attributable to the 75% rule.

The  division  finished the quarter  with 182  programs,  an increase of net one
opening sequentially,  which is comprised of 8 openings and 7 closures. Of the 8
new openings,  3 were acute rehab units, 1 subacute unit and 4 outpatient units.
Of the 7 closures,  1 was an acute rehab unit, 2 were outpatient  programs and 4
were subacute (VitalCare) units. Reasons for closures were 3 for self operation,
3 program abandonments by the host hospitals and 1 was lost to a competitor. The
division's  backlog was 16  (including  one  outpatient,  12 inpatient ARU and 3
subacute), an increase of four over the end of the fourth quarter.

The  Company's  balance sheet  remains  strong with $42.4 million in cash,  cash
equivalents  and restricted cash at March 31, and long-term debt of $6.9 million
related to acquisitions. Days sales outstanding in accounts receivable decreased
sequentially  by  approximately  1 day to 65.6, and decreased 3.4 days from 69.0
days in the  year-ago  quarter.  We will  continue  to  aggressively  manage our
accounts  receivable as the mix of our  receivables is shifting more towards the
contract therapy division since we have seen more growth in that unit. Cash flow
used in operations was $6.2 million for the first quarter of 2005. The change in
operating  cash  flow  from the  previous  quarter  is the  result  of the lower
operating margins, first quarter 2005 income tax payments and growth in accounts
receivable  brought about by significant growth in our contract therapy division
for the year. Capital expenditures for the first quarter were approximately $1.7
million,  principally  related to information  technology  expenditures,  and we
invested $3.6 million in our Kokomo, IN joint venture.

Finally,  as we stated in our April 18th 8-K, we have  elected not to  implement
FAS123R  until  January  2006  based on the SEC's  announcement  to delay  their
required  implementation  timeframe.  That being  said,  our  previous  guidance
remains  unchanged with revenues  between $418 to $438 million,  and we look for
diluted EPS to be between $1.58 and $1.73 for the year.

We will update our guidance as necessary as we add and finalize acquisitions and
significant joint ownership transactions during the year.

Now I will turn the call back over to John -

Thanks, Vince,

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 1:00 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 past few 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  RehabCare.  I also  want  to  express  my
appreciation to the people of RehabCare for their  dedication to our clients and
patients who make our success possible. Thank you. This concludes the conference
call.