EXHIBIT 23.4
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-4 of Vencor, Inc. of our report dated January
24, 1997 relating to the financial statements of Transitional Hospitals
Corporation (formerly Community Psychiatric Centers) and its subsidiaries as of
November 30, 1996 and 1995 and for the years then ended, which appears in such
Prospectus. We also consent to the application of such report to the Financial
Statement Schedule for the two years ended November 30, 1996 listed under Item
21(b) of this Registration Statement when such schedule is read in conjunction
with the financial statements referred to in our report. The audits referred to
in such report also included this Financial Statement Schedule. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
 
Price Waterhouse LLP
 
Los Angeles, California
September 12, 1997