1 EXHIBIT 23.8 2 Investment Banking Group World Financial Center North Tower New York, New York 10281-1330 [LOGO] MERRILL LYNCH August 11, 1995 The Board of Directors The Hillhaven Corporation 1148 Broadway Plaza, 4th Floor Tacoma, WA 98401-2264 Dear Members of the Board: We hereby consent to the use of our opinion letter dated August 11, 1995, to the Board of Directors of The Hillhaven Corporation ("Hillhaven"), included as Appendix C to the Joint Proxy Statement/Prospectus of Vencor, Inc. ("Vencor") and Hillhaven, which forms a part of the Registration Statement of Form S-4 of Vencor (File No. 33-59345), with the Securities and Exchange Commission and to the references therein to such opinion. In giving such consent, we do not admit and we hereby disclaim that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Richard P. Johnson ----------------------------------- Managing Director