EXHIBIT 10.19

                          AMENDMENT TO THE VENCOR, INC.
                       1987 INCENTIVE COMPENSATION PROGRAM


         The undersigned, JOSEPH L. LANDENWICH, the duly elected and acting
Assistant Secretary of VENCOR, INC., a Delaware corporation (the "Company"),
hereby certifies that set forth below are Amendments to the Vencor, Inc. 1987
Incentive Compensation Program (the "Program"), which Amendments became
effective May 15, 1996:

         Section 2 of the Program is amended by adding the following new Section
2.3:

                  "2.3 Certification. The Committee shall certify the
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                  Performance Goal(s) (as defined herein) for awards of
                  performance shares and cash bonuses under this Program have
                  been satisfied prior to the determination and payment of any
                  such incentive in accordance with the Program."

         Section 3 of the Program is amended by adding at the end of the fourth
sentence thereof the following:

                  "Notwithstanding the foregoing, the Committee may not delegate
                  its responsibilities hereunder if such delegation would
                  jeopardize compliance with the "outside directors"
                  requirements (or any other applicable requirement) under
                  section 162(m) of the Code. The Committee shall establish
                  Performance Goal(s) applicable to a particular fiscal year
                  within ninety (90) days of the commencement of such fiscal
                  year, provided that the outcome of the Performance Goal(s) are
                  substantially uncertain at the time of their adoption. Each
                  Performance Goal applicable to a fiscal year shall identify
                  one or more business criteria that is to be monitored during
                  the fiscal year. Such business criteria may include net
                  income, earnings per share or return on equity for Vencor, or
                  net income or return on equity for a division, region,
                  subsidiary or other unit of Vencor. The Committee shall
                  determine the target level(s) of performance that must be
                  achieved with respect to each criteria that is identified in a
                  Performance Goal in order for a Performance Goal to be treated
                  as attained in whole or in part. The Committee may base
                  Performance Goal(s) on one or more of the foregoing business
                  criteria. In the event Performance Goal(s) are based on more
                  than one business criteria, the Committee may determine to
                  make a grant of an Incentive upon attainment of the
                  Performance Goal(s) relating to any one or more of such
                  criteria."

         The second sentence of Section 6.2 of the Program is amended by
deleting the number "100,000" and substituting therefor the number "250,000."

         The first three sentences of Section 9.1 of the Program are hereby
deleted and the following is substituted therefor:

                  "The maximum number of performance shares which may be
                  allocated to a participant during any calendar year shall be
                  150,000 

 
                  shares, subject to adjustment as provided in Section 11.6. If
                  the Performance Goal(s) are achieved in full, and the
                  participant remains employed with the Company as of the end of
                  the relevant performance period, the participant will be
                  allocated shares of Common Stock equal to that number of
                  performance shares initially awarded to that participant for
                  the relevant performance period. Each award of performance
                  shares may provide for the allocation of fewer performance
                  shares in the event of partial fulfillment of Performance
                  Goal(s)."

         The second and fourth sentences of Section 10 of the Program are hereby
deleted and the following is added after the first sentence of such Section:

                  "The maximum amount of a cash award which may be granted to a
                  participant during any calendar year shall not be greater than
                  $500,000. Payment of a cash award will depend on meeting
                  Performance Goal(s). Each award of cash may provide for lesser
                  payments in the event of partial fulfillment of Performance
                  Goal(s)."

         A new section, Section 11.14, is hereby added after Section 11.13 and
shall read as follows:

                  "11.14 Modification of Award(s). The Committee may determine
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                  to reduce any award under this Program but the Committee shall
                  be precluded from increasing such award(s) without stockholder
                  approval."

         WITNESS the signature of the undersigned Assistant Secretary of the
Company as of March 12, 1997.

                                                 
                                                /s/ Joseph L. Landenwich
                                                 Assistant Secretary