EXHIBIT 99.5
                               OFFER TO EXCHANGE
                   8 5/8% SENIOR SUBORDINATED NOTES DUE 2007
                          FOR ANY AND ALL OUTSTANDING
                   8 5/8% SENIOR SUBORDINATED NOTES DUE 2007
                                       OF
                                  VENCOR, INC.
 
To Our Clients:
   
We are enclosing herewith a Prospectus, dated October  , 1997, of Vencor, Inc.
(the "Company"), a Delaware corporation, and a related Letter of Transmittal
(which together constitute the "Exchange Offer") relating to the offer by the
Company to exchange its 8 5/8% Senior Subordinated Notes due 2007 (the "New
Notes"), pursuant to an offering registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of its issued
and outstanding 8 5/8% Senior Subordinated Notes due 2007 (the "Old Notes")
upon the terms and subject to the conditions set forth in the Exchange Offer.
       
Please note that the Offer will expire at 5:00 p.m., New York City time, on
November 21, 1997, unless extended.     
 
The Offer is not conditioned upon any minimum number of Old Notes being
tendered.
 
We are the holder of record and/or participant in the book-entry transfer
facility of Old Notes held by us for your account. A tender of such Old Notes
can be made only by us as the record holder and/or participant in the book-
entry transfer facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Old Notes held by us for your account.
 
We request instructions as to whether you wish to tender any or all of the Old
Notes held by us for your account pursuant to the terms and conditions of the
Exchange Offer. We also request that you confirm that we may on your behalf
make the representations contained in the Letter of Transmittal.
 
Pursuant to the Letter of Transmittal, each holder of Old Notes will represent
to the Company that (i) the holder is not an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act"), (ii) any New Notes to be received by the holder are being
acquired in the ordinary course of its business, (iii) the holder has no
arrangement or understanding with any person to participate in a distribution
(within the meaning of the Securities Act) of New Notes to be received in the
Exchange Offer, and (iv) if the holder is not a broker-dealer, the holder is
not engaged in, and does not intend to engage in, a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer (whether or not it is also an "affiliate") that will receive New
Notes for its own account in exchange for Old Notes, we will represent on
behalf of such broker-dealer that the Old Notes to be exchanged for the New
Notes were acquired by it as a result of market-making or other trading
activities, and acknowledge on behalf of such broker-dealer that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, such broker-
dealer is not deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
 
                                        Very truly yours,