SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

REHABCARE GROUP, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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[logo]
7733 FORSYTH BOULEVARD
SUITE 1700
ST. LOUIS, MISSOURI 63105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2001

Dear Stockholder:

The Annual Meeting of Stockholders of RehabCare Group,
Inc. ("RehabCare") will be held at the Pierre Laclede Center, 7733 Forsyth
Boulevard, Second Floor, St. Louis, Missouri on May 3, 2001, at 8:00 a.m.,
local time, for the following purposes:

1. To elect seven directors to hold office until the
next Annual Meeting or until their successors
shall have been duly elected and qualified.

2. To consider and vote upon an amendment of Article
Fourth of the Restated Certificate of
Incorporation, as amended, of RehabCare to
increase the total number of authorized shares of
stock from 30,000,000 to 70,000,000 shares and
to increase the number of authorized shares of
common stock, $.01 par value per share, from
20,000,000 to 60,000,000 shares.

3. To transact any and all other business that may
properly come before the Annual Meeting or any
adjournment thereof.

Only stockholders of record of RehabCare at the close of
business on March 7, 2001 are entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.

WE CORDIALLY INVITE YOU TO ATTEND THE ANNUAL MEETING. EVEN
IF YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON, YOU ARE REQUESTED TO
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED SO
THAT YOUR SHARES WILL BE REPRESENTED. THE MAILING OF AN EXECUTED PROXY CARD
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON SHOULD YOU LATER DECIDE TO
ATTEND THE ANNUAL MEETING.

Alan C. Henderson
President and Chief Executive Officer

March 26, 2001

[logo]
7733 FORSYTH BOULEVARD
SUITE 1700
ST. LOUIS, MISSOURI 63105

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2001

-----------------

GENERAL INFORMATION

This Proxy Statement is furnished to the stockholders of
RehabCare Group, Inc. ("RehabCare") in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders to be held at the
Pierre Laclede Center, 7733 Forsyth Boulevard, Second Floor, St. Louis,
Missouri, at 8:00 a.m., local time, and at all adjournments thereof (the
"Annual Meeting"), for the purposes set forth in the preceding Notice of
Annual Meeting of Stockholders.

This Proxy Statement, the Notice of Annual Meeting and the
accompanying Proxy Card were first mailed to the stockholders of RehabCare
on or about March 26, 2001.

The proxy set forth on the accompanying Proxy Card is
being solicited by the Board of Directors of RehabCare. All proxies will be
voted in accordance with the instructions contained in the proxy. If no
direction is specified in the proxy, executed proxies will be voted for the
election of the seven directors nominated by the Board of Directors as set
forth in Proposal 1 and for the amendment of RehabCare's Restated
Certificate of Incorporation, as amended, to increase the total number of
shares of stock authorized thereunder from 30,000,000 to 70,000,000 shares
and to increase the number of shares of common stock, $0.01 par value (the
"Common Stock"), authorized thereunder from 20,000,000 to 60,000,000 shares
as set forth in Proposal 2. A proxy may be revoked at any time before it is
voted by filing a written notice of revocation or a later-dated Proxy Card
with the Secretary of RehabCare at the principal offices of RehabCare or by
attending the Annual Meeting and voting the shares in person. Attendance
alone at the Annual Meeting will not revoke a proxy. Proxy Cards that are
properly executed, timely received and not revoked will be voted in the
manner indicated thereon at the Annual Meeting and any adjournment thereof.

RehabCare will bear the entire expense of soliciting
proxies. Proxies will be solicited by mail initially. The directors,
executive officers and employees of RehabCare may also solicit proxies
personally or by telephone or other means but such persons will not be
compensated for such services.

Only stockholders of record at the close of business on
March 7, 2001 are entitled to notice of, and to vote at, the Annual Meeting.
On such date, there were 15,246,859 shares of RehabCare Common Stock issued
and outstanding.

Each outstanding share of RehabCare Common Stock on March
7, 2001 is entitled to one vote on each matter to be acted upon and one vote
for each director to be elected at the Annual Meeting. Stockholders do not
have the right to cumulate votes in the election of directors. A plurality
of the votes cast is required for the election of directors, which means
that the nominees with the seven highest vote totals will be elected as
directors. As a result, abstentions and broker "non-votes" do not have an
effect on the results of the vote for the election of directors. Approval of
the amendment to RehabCare's Restated Certificate of Incorporation, as
amended, requires the affirmative vote of a majority of the outstanding
shares of Common Stock. Abstentions and broker "non-votes" and any other
shares not voted at the meeting, therefore, will have the effect of a vote
against the proposed amendment. Abstentions on such matter will be counted,
but broker "non-votes" will not be counted, for the purpose of determining
the number of shares represented at the meeting for purposes of determining
whether a quorum of shares is present at the meeting. A broker "non-vote"
occurs when a nominee holding shares for a beneficial owner does not vote a
particular proposal because the nominee does not have discretionary voting
power with respect to that item and has not received instructions from the
beneficial owner.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following persons were known to management of
RehabCare to be the beneficial owners of five percent or more of RehabCare
Common Stock:

NUMBER OF SHARES PERCENT OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK(1)
------------------------------------ ------------------ ---------------

Bear Stearns Asset Management Inc.(2) 1,430,000 8.4%
575 Lexington Avenue
New York, New York 10022

FMR Corp.(3) 1,371,600 8.1
82 Devonshire Street
Boston, Massachusetts 02109

<FN>
- --------------------

(1) The percentage calculations are based upon 16,974,859 shares of
RehabCare Common Stock issued and outstanding on March 20, 2001.

(2) The information provided herein is based upon a Schedule 13G, dated
February 14, 2001, filed by Bear Stearns Asset Management Inc., an
investment advisor registered under the Investment Advisors Act of
1940. The Schedule 13G reported sole voting and investment power with
respect to all 1,430,000 shares reported as beneficially owned.

(3) The information provided herein is based upon an Amendment No. 6 to
Schedule 13G, dated February 14, 2001, filed jointly by FMR Corp., the
holding company of Fidelity Management & Research Company, an
investment advisor registered under the Investment Advisors Act of
1940 ("FMRC"), and Fidelity Low-Priced Stock Fund, an investment
company registered under the Investment Company Act of 1940 ("FLSF").
Each of Edward C. Johnson 3d and Abigail P. Johnson may be deemed to
be controlling persons of FMR Corp. By virtue of these relationships,
each of FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson
reported sole investment power with respect to all 1,371,600 shares
reported as beneficially owned. Through control of FMRC, FMR Corp. has
sole dispostive power over and sole power to vote or to direct the
voting of 157,200 shares of Common Stock which are held by FMRC.

SECURITY OWNERSHIP BY MANAGEMENT

The following table sets forth, as of March 20, 2001, the
beneficial ownership of RehabCare Common Stock by each director and each
executive officer named in the Summary Compensation Table, individually, and
all directors and executive officers as a group:

NUMBER OF SHARES PERCENT OF OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1)(2) COMMON STOCK(3)
- ------------------------ ------------------------ ---------------

Alan C. Henderson 500,902(4) 2.9%
William G. Anderson, CPA 240,700 1.4
Richard E. Ragsdale 175,508(5) 1.0
H. Edwin Trusheim 202,200 1.2
John H. Short, Ph.D 163,200 1.0
Hickley M. Waguespack 90,264 (6)
Theodore M. Wight 105,200 (6)
Tom E. Davis 60,427 (6)
Gregory F. Bellomy 40,816 (6)
Maurice Arbelaez 34,349 (6)
Colleen Conway-Welch, Ph.D., R.N. 7,600 (6)
All directors and executive officers as a group (13 persons) 1,670,876 9.1

<FN>
- --------------------

(1) Except as otherwise noted, each individual has sole voting and
investment power with respect to the shares listed beside his or her
name.

(2) Totals include 406,464, 195,200, 165,200, 199,200, 160,200, 49,012,
105,200, 60,427, 16,691, 7,600 and 1,414,772 shares subject to stock
options held by Messrs. Henderson, Anderson, Ragsdale, Trusheim, Short,
Waguespack, Wight, Davis, Arbelaez and Ms. Conway-Welch and all
directors and executive officers as a group, respectively, that are
either presently exercisable or which are exercisable within 60 days of
March 20, 2001.

(3) Based upon 16,974,859 shares of RehabCare Common Stock issued and
outstanding as of March 20, 2001 and, for each director or executive
officer or the group, the number of shares subject to options
exercisable by such director or executive officer or the group within
60 days of March 20, 2001.

(4) Includes (a) 58,600 shares owned by a trust of which Mr. Henderson is
the trustee and (b) 900 shares owned by Mr. Henderson's spouse as
custodian for Mr. Henderson's children, as to which shares Mr.
Henderson has no voting or investment power.

(5) Includes 10,308 shares of RehabCare Common Stock held by The Ragsdale
Family Foundation, of which Mr. Ragsdale is a director, and as to which
shares Mr. Ragsdale has shared voting and investment power.

(6) Less than one percent.

PROPOSAL 1. ELECTION OF DIRECTORS

At the Annual Meeting, the holders of RehabCare Common
Stock will vote on the election of seven directors to serve a term of one
year until the 2002 Annual Meeting or until their successors shall have been
duly elected and qualified. The persons named as proxies on the accompanying
Proxy Card intend to vote all duly executed proxies received by the Board of
Directors for the election of the seven directors listed below, except as
otherwise directed by the stockholder on the Proxy Card. If for any reason
any nominee becomes unavailable for election, which is not now anticipated,
the persons named in the accompanying Proxy Card will vote for a substitute
nominee as designated by the Board of Directors. The seven nominees
receiving the highest number of votes will be elected as directors of
RehabCare. All nominees are currently directors of RehabCare. The Board of
Directors recommends a vote "FOR" the election of each of the directors.

The name, age, principal occupation or position, business
experience and other directorships for each of the directors is set forth
below.

H. EDWIN TRUSHEIM, 73, has been the Chairman of the Board
of Directors of RehabCare since 1998 and has served as a director since
1992. Mr. Trusheim served as Chairman of the Board of Directors and Chief
Executive Officer of General American Life Insurance Company prior to his
retirement. Mr. Trusheim also serves as a director of Angelica Corporation
and Reinsurance Group of America, Incorporated.

ALAN C. HENDERSON, 55, has been President and Chief
Executive Officer and a director of RehabCare since 1998. Prior to becoming
President and Chief Executive Officer, Mr. Henderson was Executive Vice
President, Chief Financial Officer and Secretary of RehabCare from 1991
through May 1998. Mr. Henderson also serves as a director of General
American Capital Corp.

WILLIAM G. ANDERSON, CPA, 68, has been a director of RehabCare
since 1991. Mr. Anderson served as Vice Chairman of Ernst & Young prior to
his retirement.

COLLEEN CONWAY-WELCH, PH.D., R.N., 56, was elected as a
director of RehabCare in September 2000. Ms. Conway-Welch serves as the dean
and a professor at Vanderbilt University's School of Nursing, where she has
been employed since 1984. Ms. Conway-Welch also serves as a director of
Quorum Health Group, Inc. and Pinnacle Bank in Nashville, Tennessee.

RICHARD E. RAGSDALE, 57, has been a director of RehabCare
since 1993. Mr. Ragsdale also serves as a director of ProMedCo Management
Company, American Endoscopy Services, Inc., Kaleidospace, LLC, HealthMont,
Inc. and Hospital Authority of Metro Government, Nashville, Tennessee.

JOHN H. SHORT, PH.D., 56, has been a director of RehabCare
since 1991. Mr. Short also serves as Managing Partner of Phase 2 Consulting.

THEODORE M. WIGHT, 58, has been a director of RehabCare
since 1991. Mr. Wight also serves as a General Partner of the General
Partners of Walden Investors and Pacific Northwest Partners SBIC, L.P. and
as a director of Interlinq Software Corp. and various privately-held
companies.

BOARD OF DIRECTORS AND COMMITTEES

During the year ended December 31, 2000, the Board of
Directors of RehabCare met seven times. Each director attended not less than
75% of the meetings of the Board of Directors and committees of which such
director was a member during 2000. The Board of Directors of RehabCare has
standing Audit, Compensation, Nominating and Compliance Committees.

The current members of the Audit Committee are Messrs.
Anderson and Short and Ms. Conway-Welch. The Audit Committee met four times
during 2000. The duties of the Audit Committee include selecting the
independent auditors of RehabCare and negotiating the scope and cost of the
audit and other services rendered to RehabCare by such auditors; meeting
periodically with RehabCare's independent auditors and management to review
the work of each and to ensure that each is properly discharging its
responsibilities; and reviewing RehabCare's accounting policies and internal
controls to determine whether such policies and controls are adequate and
are being followed.

The Compensation Committee reviews and recommends to the
Board of Directors the salaries of all executive officers of RehabCare and
authorizes all other forms of executive compensation. The current members of
the Compensation Committee are Messrs. Trusheim, Ragsdale and Wight. The
Compensation Committee met three times during 2000. The Compensation
Committee is also responsible for the administration of all aspects of
RehabCare's stock-based incentive plans.

The Nominating Committee recommends to the Board of
Directors nominees for directors, nominees for members of all committees of
the Board and candidates for appointment as corporate officers. The
Nominating Committee will consider nominees recommended by stockholders. The
Nominating Committee is comprised of Messrs. Ragsdale, Wight and Henderson.
The Nominating Committee met two times during 2000.

The Compliance Committee members are Messrs. Short and
Ragsdale and Ms. Conway-Welch. The Compliance Committee is responsible for
overseeing the implementation and operation of RehabCare's ongoing regulatory
compliance program, including the enforcement of appropriate disciplinary
mechanisms to ensure that all reasonable steps are taken to respond to a
regulatory offense and to prevent future offenses of a similar kind. The
Compliance Committee met twice during 2000.

DIRECTORS' FEES

Directors who are not also employees of RehabCare are paid
$4,000 for each meeting of the Board of Directors attended in person. Directors
are also reimbursed for expenses incurred in connection with their attendance
at Board meetings. In addition, each of the directors who is not also an
employee of RehabCare participates in RehabCare's 1994 Directors' Stock
Option Plan and 1999 Non-Employee Director Stock Plan which provide for the
granting of stock options and other stock-based awards to non-employee
directors of RehabCare. In January 2000, options to acquire 15,200 shares of
RehabCare Common Stock at an exercise price of $12.6875 per share, the fair
market value on the date of grant, were granted to each of Messrs. Anderson,
Ragsdale, Short, Trusheim and Wight. In February 2000, Mr. Trusheim was
granted the option to acquire 4,000 shares of RehabCare Common Stock at an
exercise price of $12.9375, the fair market value on the date of grant. In
August 2000, Ms. Conway-Welch was granted the option to acquire 7,600 shares
of RehabCare Common Stock at an exercise price of $34.00, the fair market
value on the date of grant.

REPORT OF COMPENSATION COMMITTEE
REGARDING EXECUTIVE COMPENSATION

GENERAL

RehabCare's executive compensation program is administered
by the Compensation Committee of the Board of Directors. During the year
ended December 31, 2000, the Committee was composed of three non-employee
directors, Messrs. Trusheim (Chairman), Ragsdale and Wight.

RehabCare's executive compensation policy is designed and
administered to provide a competitive compensation program that will enable
RehabCare to attract, motivate, reward and retain executives who have the
skills, education, experience and capabilities required to discharge their
duties in a competent and efficient manner. The compensation policy is based
on the principle that the financial rewards to the executive are aligned
with the financial interests of the stockholders of RehabCare. In this
manner, RehabCare will meet its ultimate responsibility to its stockholders
by striving to give a suitable long-term return on their investment through
earnings from operations and prudent management of RehabCare's business and
operations.

RehabCare's executive compensation strategy has three
separate elements consisting of base salary, annual incentive compensation
and long-term incentive compensation. The following is a summary of the
policies underlying each element.

BASE SALARY

The Committee has determined the salary ranges for each of
the executive officer positions of RehabCare based upon the level and scope
of the responsibilities of the office, the pay levels of similarly
positioned executive officers among companies competing for the services of
these types of executives and a consideration of the level of experience and
performance profile of the particular executive officer. In considering the
competitors in the market, RehabCare emphasizes publicly-traded
rehabilitation and staffing services companies with similar revenue,
earnings and market capitalization profiles to RehabCare. RehabCare also
looks at a combination of for-profit general hospitals and certain staffing
and outpatient service providers to define the lower end of the compensation
market and the larger publicly-traded rehabilitation and staffing services
companies (i.e., companies with annual revenues of $500 million or more) to
define the upper limits of such market.

The Committee's recent practice has been to establish a
range of base salaries for particular executive officers within the range
offered by the comparison group of companies so as to be able to attract and
retain high quality people. The data utilized in determining such ranges is
compiled from publicly available information for the comparison group of
companies and from various salary surveys that are made available to the
public by trade and industry associations, accounting firms, compensation
consultants and professional groups.

During the year ended December 31, 2000, Mr. Henderson had
a separate employment agreement with RehabCare. Mr. Henderson's employment
agreement establishes an initial base salary and requires that the base
salary rate be reviewed for adjustment at least annually. The Committee met
in 2000 to consider base salary increases for Messrs. Arbelaez, Bellomy,
Davis and Waguespack based upon the performance evaluation and
recommendation of the Chief Executive Officer. Base salary increases for Mr.
Henderson, as the Chief Executive Officer, are based upon the performance
evaluation conducted by the Committee and/or the Board of Directors.

In connection with the Committee's annual evaluation of
the base salaries of the executive officers of RehabCare, in 2000, the
Committee increased the respective annual base salary of Messrs. Henderson,
Arbelaez, Bellomy, Davis and Waguespack by between 3% and 17% of such
executive officer's previous annual base salary.

ANNUAL INCENTIVE COMPENSATION

For services rendered during the year ended December 31,
2000, each of RehabCare's executive officers received cash bonuses based on
performance-based criteria. Mr. Henderson has a performance-based annual
cash bonus compensation component set forth in his employment agreement with
RehabCare. Under the contractual provisions, the cash bonus for Mr.
Henderson is based upon the achievement of certain targets for the annual
growth in RehabCare's fully diluted pretax earnings per share, excluding
extraordinary items and after deduction of accrued bonuses (hereinafter
referred to as "EPS"). The cash bonus for Mr. Henderson ranges from 4% of
his base salary during the applicable year for a 10% annual growth rate in
EPS up to 100% of his then current base salary for a 31% annual growth rate
in EPS. For the year ended December 31, 2000, Mr. Henderson received a cash
bonus under this formula of $400,000. Messrs. Arbelaez, Bellomy, Davis and
Waguespack also received performance-based cash bonuses of $195,246,
$169,150, $173,290 and $186,861, respectively, for the year ended December
31, 2000.

LONG-TERM INCENTIVE COMPENSATION

The Committee believes that long-term incentive
compensation is the most direct way of tying the executive compensation to
increases in stockholder value. RehabCare's long-term incentive programs are
stock-based, thereby providing a means through which executive officers will
have incentive to continue high quality performance with RehabCare over a
long period of time while building a meaningful investment in RehabCare
Common Stock.

Executive officers and other eligible employees of
RehabCare are granted options to purchase shares of RehabCare Common Stock
from time to time based upon their respective levels of duties. The Board of
Directors, upon the recommendation of the Committee, has given the Chief
Executive Officer the authority to grant newly hired employees of RehabCare
options to purchase up to 10,000 shares of RehabCare Common Stock. Each
option has an exercise price equal to the fair market value of RehabCare
Common Stock on the date of grant and has a term of ten years.

The Committee from time to time has evaluated the level of
long-term incentives provided to each of the executive officers of RehabCare
and each officer's relative contributions to corporate performance. Based
upon such evaluation, during the year ended December 31, 2000, the Committee
has approved grants of additional options to certain executive officers of
RehabCare in recognition of increases in the authority and responsibility of
such officers and their contributions toward improvements in the operating
performance of RehabCare. During the year ended December 31, 2000, the
Committee granted 40,000, 10,000 and 15,000 options to Messrs. Arbelaez,
Bellomy and Davis, respectively.

The Committee believes that the long-term incentive
program gives the participating officers a meaningful opportunity for equity
appreciation incentives from the stock-based grants.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Henderson's base salary, annual incentive compensation
and long-term incentive compensation are determined by the Committee in the
same manner as is used by the Committee for executive officers generally as
well as by reference to Mr. Henderson's employment agreement with RehabCare.
The total compensation package of Mr. Henderson is designed to be
competitive within the industry while creating awards for short- and
long-term performance in line with the financial interests of the
stockholders. A substantial portion of Mr. Henderson's cash compensation for
the year is incentive-based and is therefore at risk to the extent that
RehabCare does not meet or exceed the pre-established EPS growth objectives
included in his employment agreement.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
H. EDWIN TRUSHEIM RICHARD E. RAGSDALE THEODORE M. WIGHT

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

For the years ended December 31, 2000, 1999 and 1998, the
following table presents summary information concerning compensation awarded
or paid to, or earned by, the Chief Executive Officer and each of the other
four most highly compensated executive officers for the year ended December
31, 2000 for services rendered to RehabCare:

LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS($) OPTIONS(#) COMPENSATION($)(1)
- --------------------------- ---- ---------- -------- ---------- ------------------

Alan C. Henderson, 2000 $394,593 $400,000 -- $3,400
President and Chief 1999 343,333 223,167 60,000 3,200
Executive Officer 1998 279,500 198,445 242,964 3,200

Maurice Arbelaez 2000 194,057 195,246 40,000 3,400
President, Staffing 1999 155,475 142,059 38,000 3,200
1998 115,719 106,508 7,758 3,200

Gregory F. Bellomy 2000 198,749 169,150 10,000 3,400
President, Contract Therapy(2) 1999 193,167 60,781 -- 1,293
1998 59,375 24,000 100,000 --

Tom E. Davis, 2000 211,875 173,290 15,000 3,400
President, Inpatient Division 1999 198,333 167,191 40,000 3,200
1998 186,667 133,761 70,854 3,200

Hickley M. Waguespack, 2000 198,750 186,861 -- 3,400
Executive Vice President, 1999 193,000 162,695 12,000 3,200
Customer Service and Retention 1998 186,417 133,582 -- 3,200

<FN>
- ----------------

(1) Totals include amounts contributed by RehabCare pursuant to the matching
portion of RehabCare's 401(k) Plan.

(2) Mr. Bellomy joined RehabCare in September 1998.

EMPLOYMENT ARRANGEMENTS

RehabCare currently has employment agreements with Alan C.
Henderson, President and Chief Executive Officer, and Gregory F. Bellomy,
President of the Contract Therapy Division. Mr. Henderson's Employment
Agreement will continue to be automatically renewed for successive one-year
terms unless terminated by either party and provides for a minimum annual
base salary and annual cash bonuses based upon the achievement of certain
targets for the annual growth in RehabCare's EPS. The cash bonuses will
range from 4% of Mr. Henderson's then-current base salary for a 10% annual
growth rate in EPS up to 100% of then-current base salary for a 31% annual
growth rate in EPS. Mr. Henderson's agreement provides for severance pay upon
termination by RehabCare equal to one year's base salary plus Mr. Henderson's
pro rata bonus for the year of termination, and for a one-year covenant not to
compete on the part of Mr. Henderson.

Mr. Bellomy's employment agreement expires August 31, 2002 and
will continue to be automatically renewed for successive one-year terms unless
terminated by either party. Mr. Bellomy's employment agreement provides for a
minimum annual base salary and annual bonuses under a bonus plan consistent with
bonus plans of other division presidents. Mr. Bellomy's employment agreement
also provides for a severance benefit equal to Mr. Bellomy's then-current annual
salary in the event of his termination without Cause (as defined in the
agreement) prior to or following a Change-in-Control Transaction (as defined
in the agreement) or for Good Reason (as defined in the agreement) following a
Change-in-Control Transaction. Mr. Bellomy's employment agreement provides for
a one-year covenant not to compete on the part of Mr. Bellomy.

Each of Messrs. Henderson and Waguespack has a separate
termination agreement with RehabCare under which such executive officer will
be paid severance benefits in the event that his employment with RehabCare
is "terminated" within three years of a "change in control" of RehabCare but
prior to such executive officer reaching the age of 65. Prior to a "change
in control," each agreement is subject to an automatic extension each year
for an additional year, except if RehabCare gives a 60-day written notice to
the executive officer that the term will not be so extended.

The termination agreement of Mr. Henderson would require a
lump-sum cash payment in an amount equal to 2.99 times his average annual
compensation for the five full years preceding the year in which the
termination occurs. The agreement of Mr. Waguespack would require a lump-sum
cash payment in an amount equal to his then-current annual rate of
compensation. In each case, the executive's health and welfare benefits will
continue until the earlier of (i) one year after the date of termination or
(ii) the executive's commencement of full-time employment with another
company. If payment of the foregoing amounts and any other benefits received
or receivable upon termination after a "change in control" would subject the
executive to the payment of a federal excise tax, the total amount payable
by RehabCare to such executive shall be increased by an amount sufficient to
provide him (after satisfaction of all excise taxes and federal and state
income taxes attributable to such increased payment) with a net amount equal
to the federal excise tax owed by him.

"Change in control" is generally defined in Messrs.
Henderson's and Waguespack's termination agreements as (i) the acquisition
by any person of beneficial ownership of 20% or more of the outstanding
shares of RehabCare Common Stock or of the combined voting power in the
election of directors; (ii) the replacement of the majority of the existing
directors or persons nominated for election as directors by the incumbent
Board of Directors; (iii) approval by the stockholders of RehabCare of a
reorganization, merger or consolidation unless following such transaction
control of the surviving company does not change through changes in the
beneficial ownership of the securities or membership on the Board of the
surviving corporation; or (iv) approval by the stockholders of RehabCare of
a complete liquidation or dissolution of RehabCare or the sale of
substantially all of the assets of RehabCare. "Termination" generally
includes any event which ends the executive officer's employment
relationship with RehabCare, other than a termination due to the death,
disability or retirement of the executive officer, a termination by
RehabCare for "cause" or a termination by the executive officer for other
than "good reason." "Cause" is generally defined as (i) the willful and
continued failure (after demand by RehabCare) to substantially perform the
duties of the office other than due to physical or mental incapacity of the
executive officer or (ii) the willful engagement in misconduct by the
executive officer that is materially injurious to RehabCare. "Good reason"
is generally defined as (i) the assignment of duties inconsistent with the
executive officer's position, duties, responsibilities and status
immediately prior to a "change in control"; (ii) a reduction in the
executive officer's current base salary; (iii) failure to continue the
executive officer's then-current participation level in RehabCare's bonus,
compensation or other benefit plans; (iv) the geographic relocation of the
executive officer; or (v) any breach of the agreement.

Each of the named executive officers other than Messrs.
Henderson, Bellomy, Arbelaez and Waguespack has a separate arrangement with
RehabCare with regard to severance payments in the event of certain terminations
of employment which will generally continue their base salary and/or benefits
for a period of one year after such termination.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning the
number of exercisable and unexercisable stock options at December 31, 2000,
as well as the value of such stock options having an exercise price lower
than the last reported trading price on December 31, 2000 ("in-the-money"
options) held by the executive officers named in the Summary Compensation
Table.

VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR-END(#) YEAR-END ($)(1)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------ ---------------------- ----------------

Alan C. Henderson 60,000 $1,258,380 526,464/45,000 $23,366,894/
1,897,031

Maurice Arbelaez 24,122 266,320 7,191/76,129 301,834/
2,232,512

Gregory F. Bellomy 50,000 1,379,688 --/60,000 --/2,336,250

Tom E. Davis -- -- 56,677/84,177 2,407,778/
3,179,340

Hickley M. Waguespack 99,610 1,061,974 74,012/9,000 3,452,870/
379,406

<FN>
- --------------
(1) Based on a price per share of $51.375, the last reported sale price of
RehabCare Common Stock on December 31, 2000.

OPTION GRANTS IN LAST YEAR

The following table sets forth information concerning
stock option grants made in the year ended December 31, 2000 to the
executive officers named in the Summary Compensation Table.

INDIVIDUAL GRANT POTENTIAL REALIZABLE VALUE
-------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
PERCENT OF OF STOCK PRICE
NUMBER OF TOTAL OPTIONS APPRECIATION
SECURITIES GRANTED TO MARKET FOR OPTION TERM(3)
UNDERLYING EMPLOYEES IN EXERCISE OR PRICE ON --------------------------
OPTIONS FISCAL BASE PRICE DATE OF EXPIRATION
NAME GRANTED (#)(1) YEAR(%) ($/SH) GRANT ($) DATE(2) 5% ($) 10% ($)
---- -------------- ------------ ----------- --------- ---------- ------ -------

Maurice Arbelaez 40,000 10.8 $34.00 $34.00 8/30/2010 $855,297 $2,167,490
Gregory F. Bellomy 10,000 2.7 34.00 34.00 8/30/2010 213,824 541,872
Tom E. Davis 15,000 4.1 34.00 34.00 8/30/2010 320,736 812,809

<FN>
- --------------

(1) Each option set forth above will become exercisable with respect to
25%, 50%, 75% and 100% of the total number of shares subject to the
option on each of the first, second, third and fourth anniversaries,
respectively, of the date of award.

(2) The options terminate on the earlier of: ten years after grant; three
months after termination of employment, except in the case of
retirement, death or total disability; or twenty-four months after
termination of employment in the case of retirement, death or total
disability.

(3) The indicated 5% and 10% rates of appreciation are provided to comply
with Securities and Exchange Commission regulations and do not
necessarily reflect the views of RehabCare as to the likely trend in
the Common Stock price. Actual gains, if any, on stock option exercises
and Common Stock holdings will be dependent on, among other things, the
future performance of the Common Stock and overall market conditions.
There can be no assurance that the amounts reflected above will be
achieved. Additionally, these values do not take into consideration the
provisions of the options providing for nontransferability or delayed
exercisability.

PROPOSAL 2. AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE
THE TOTAL AUTHORIZED NUMBER OF SHARES OF
STOCK AND TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK

The Board of Directors recently approved a proposal to
amend Article Fourth of RehabCare's Restated Certificate of Incorporation,
as amended (the "Restated Certificate"), to increase the total number of
shares of stock authorized thereunder from 30,000,000 to 70,000,000 shares
and to increase the number of shares of Common Stock authorized thereunder
from 20,000,000 to 60,000,000 shares, and has directed that the proposal be
submitted to the vote of the stockholders at the Annual Meeting.

As of March 20, 2001, 16,974,859 shares of Common Stock
were issued and outstanding. Of the remaining authorized shares, 3,010,641
shares were reserved for issuance pursuant to outstanding stock options under
RehabCare's stock-based benefit plans for directors and executive officers.
This leaves a balance of only 14,500 shares from the currently authorized
20,000,000 shares of Common Stock. In addition to the shares reserved,
RehabCare's stock-based incentive plans allow the issuance of stock awards
and grants for up to an

additional 1,780,277 shares which cannot be fully utilized until the number of
authorized shares under the Restated Certificate is increased.

The Board of Directors of RehabCare believes that it is in
the best interests of RehabCare and its stockholders to increase the number
of authorized but unissued shares of its Common Stock. An increase in the
number of authorized shares of Common Stock will require a corresponding
increase in the total number of authorized shares of stock. In addition to
allowing RehabCare to continue to make grants and awards under its
previously approved stock-based benefit plans, the increase in the number of
authorized shares of Common Stock will provide a reserve of shares available
for issuance upon authorization of the Board for any corporate purpose
(including, without limitation, stock dividends and/or stock splits,
financing transactions, acquisitions and employee benefit plans) without the
necessity of soliciting further stockholder approval, subject to applicable
stockholder vote requirements of Delaware corporation law and the New York
Stock Exchange. The authorized shares also may be issued from time to time
in connection with future acquisitions, capital raising, stock-based
employee benefit plans and other requirements of RehabCare.

The additional shares of Common Stock for which
authorization is sought herein would be identical to the shares of Common
Stock now authorized under the Restated Certificate. The amendment to
increase the number of authorized shares will not affect the legal rights of
the holders of the existing shares of Common Stock.

Adoption of the proposed amendment could render more
difficult any attempted takeover of RehabCare that is opposed by RehabCare's
Board of Directors. The Board of Directors may issue, without further action
or approval of the shareholders, additional shares of Common Stock to the
public, thereby increasing the number of shares that would have to be acquired
to effect a change of control of RehabCare.

The Restated Certificate also provides for the issuance of
up to 10,000,000 shares of preferred stock, none of which have been issued
to date. The Board of Directors is authorized, without further shareholder
action or approval, to set such rights and conditions of the preferred stock
as it deems appropriate, including dividend rates, redemption features,
liquidation rights, conversion rights, voting rights and such other
preferences, qualifications, limitations, restrictions and special rights.
The issuance of preferred stock with certain terms and conditions under
certain circumstances may render a change of control of RehabCare more
difficult. No change to the number of shares of preferred stock presently
authorized is being made pursuant to this proposed amendment.

The complete text of Article IV of the Restated
Certificate as proposed to be amended is set forth in Appendix A to this
Proxy Statement.

Adoption of the proposed amendment to Article Fourth of
the Restated Certificate will require the affirmative vote of the holders of
a majority of the outstanding shares of Common Stock of RehabCare. The Board
of Directors recommends a vote "FOR" the proposed amendment to Article
Fourth of the Restated Certificate.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees RehabCare's financial
reporting process on behalf of the Board of Directors. Management has the
primary responsibility for the financial statements and the reporting
process, including the systems of internal controls. The Audit Committee
operates pursuant to

a written charter, which was approved and adopted by the Board of Directors on
May 10, 2000. A copy of the Charter of the Audit Committee is attached to this
Proxy Statement as Appendix B. The Board of Directors has determined that each
of the members of the Audit Committee are independent within the meaning of the
listing standards of the New York Stock Exchange. RehabCare's independent
accountants, KPMG LLP, are responsible for expressing an opinion on the
conformity of RehabCare's audited financial statements to generally accepted
accounting principles.

In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in RehabCare's Annual
Report on Form 10-K with management. In connection with its review of
RehabCare's financial statements, the Audit Committee discussed with
management the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements.

The Audit Committee meets with the independent
accountants, with and without management present, to discuss the scope and
plans for the audit, results of their examinations, their evaluations of
RehabCare's internal controls and the overall quality of RehabCare's
financial reporting. The Audit Committee reviewed with the independent
accountants the acceptability of RehabCare's accounting principles and such
other matters as are required to be discussed with the Audit Committee under
generally accepted auditing standards, including, but not limited to, those
matters under SAS 61 (Codification of Statements on Auditing Standards). The
Audit Committee has received from the independent auditors the written
disclosure and the letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees). In connection with
this disclosure, the Audit Committee has discussed with the independent
auditors the auditors' independence from management and RehabCare.

In reliance on the reviews and discussions referred to
above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Annual Report on Form 10-K
for the year ended December 31, 2000 for filing with the Securities and
Exchange Commission.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
WILLIAM G. ANDERSON, CPA COLLEEN CONWAY-WELCH, PH.D., R.N. JOHN H. SHORT, PH.D.

STOCKHOLDER RETURN PERFORMANCE GRAPH

The following graph compares the cumulative stockholder
returns, including the reinvestment of dividends, of RehabCare Common Stock
on an indexed basis with the New York Stock Exchange ("NYSE") Market Index
and the Dow Jones Industry Group Index of Health-Care Providers ("HEA") for
the period beginning December 31, 1995 and ending December 31, 2000:

Comparison of Five-Year Cumulative Total Return* Among RehabCare Group, Inc.,
NYSE Market Index and Dow Jones Industry Group HEA Index

[PERFORMANCE GRAPH]

Assumes $100 Invested on December 31, 1995 in RehabCare Group Inc. Common Stock,
NYSE Market Index and Dow Jones Industry Group HEA Index

- -----------------------------------------------------------------------------------------------------------------------------
Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1999 Dec. 31, 2000
- -----------------------------------------------------------------------------------------------------------------------------

RehabCare Group, Inc. 100.00 104.55 206.39 145.54 165.50 800.25
- -----------------------------------------------------------------------------------------------------------------------------
Dow Jones Industry Group HEA Index 100.00 107.82 110.25 108.38 96.69 166.14
- -----------------------------------------------------------------------------------------------------------------------------
NYSE Market Index 100.00 120.46 158.48 188.58 206.49 211.42
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
*Total Return Assumes Reinvestment of Dividends

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires that our executive officers and directors, and persons who
own more than ten percent of our outstanding stock, file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. To the knowledge of management, based solely on its review of
such reports furnished to RehabCare and written representations that no
other reports were required to be filed, all Section 16(a) filing
requirements applicable to RehabCare's officers, directors and greater than
ten percent beneficial owners were complied with during the year ended
December 31, 2000, except that H. Edwin Trusheim filed one late Form 5
report with respect to certain stock options granted to Mr. Trusheim during
February 2000.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed KPMG LLP as
RehabCare's independent public accountants for the year ended December 31,
2001. A representative of KPMG LLP is expected to be present at the Annual
Meeting to respond to appropriate questions from stockholders and such
representative will have the opportunity to make statements if he or she so
desires.

AUDIT FEES. RehabCare paid KPMG LLP $154,000 for the audit
and review of RehabCare's financial statements included in its Forms 10-K
and 10-Q during the year ended December 31, 2000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
FEES. RehabCare did not pay any fees to KPMG LLP during the year ended
December 31, 2000 for services relating to financial information system
design or implementation.

ALL OTHER FEES. RehabCare paid KPMG LLP $309,190 for all
other non-audit services.

The Audit Committee considered whether KPMG LLP's provision of
non-audit services was compatible with maintaining the independence of KPMG LLP.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders and nominations for director
intended to be presented at the 2002 Annual Meeting of Stockholders must be
received by the Secretary of RehabCare, 7733 Forsyth Boulevard, 17th Floor,
St. Louis, Missouri 63105 by not later than November 27, 2001 for consideration
for inclusion in the Proxy Statement and Proxy Card for that meeting. Upon
receipt of any such proposal, RehabCare will determine whether or not to include
such proposal in the Proxy Statement and Proxy Card in accordance with
regulations governing the solicitation of proxies. Shareholder proposals and
nominations for director which do not appear in the Proxy Statement may be
considered at the 2002 Annual Meeting of Stockholders only if written notice of
the proposal is received by RehabCare by not later than February 9, 2002.

ANNUAL REPORT

RehabCare's annual report for the year ended December 31,
2000 has been mailed simultaneously to RehabCare's stockholders.

A copy of our Annual Report on Form 10-K for the year
ended December 31, 2000, as filed with the Securities and Exchange
Commission (excluding exhibits), may be obtained by any stockholder, without
charge, upon making a written or telephone request to Betty Cammarata,
Investor Relations, 7733 Forsyth Boulevard, 17th Floor, St. Louis, Missouri
63105, telephone (314) 863-7422.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of
Directors of RehabCare does not intend to present, nor has it been informed
that other persons intend to present, any matters for action at the Annual
Meeting other than those specifically referred to herein. If, however, any
other matters should properly come before the Annual Meeting, it is the
intention of the persons named as proxies to vote the shares represented by
Proxy Cards granting such proxies discretionary authority to vote on such
other matters in accordance with their judgment as to the best interest of
RehabCare on such matters.

Gregory J. Eisenhauer
Senior Vice President,
Chief Financial Officer and
Secretary

March 26, 2001

APPENDIX A
----------

RESOLUTION TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
OF
REHABCARE GROUP, INC.

The following amendment to the Restated Certificate of
Incorporation, as amended, of RehabCare Group, Inc. (the "Company") shall be
put to a vote of the stockholders of the Company at the Annual Meeting of
Stockholders to be held May 3, 2001.

RESOLVED, that Article Fourth of the Restated Certificate of
Incorporation of the Company, as amended, shall be amended to increase the
total number of authorized shares of stock from 30,000,000 to 70,000,000
shares and to increase the number of authorized shares of common stock, $.01
par value per share, from 20,000,000 to 60,000,000 shares, by deleting the
first paragraph of Article Fourth in its entirety and replacing it with the
following:

FOURTH: The corporation shall be authorized to
issue two classes of shares of stock to be designated,
respectively, "Preferred Stock" and "Common Stock"; the
total number of shares which the corporation shall have
authority to issue is Seventy Million (70,000,000); the
total number of authorized shares of Preferred Stock shall
be Ten Million (10,000,000) and each such share shall have
a par value of Ten Cents ($.10); and the total number of
authorized shares of Common Stock shall be Sixty Million
(60,000,000) and each such share shall have a par value of
One Cent ($.01).

A-1

APPENDIX B
----------
REHABCARE GROUP, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to
assist the Board in fulfilling its oversight responsibilities. The
Audit Committee's primary duties and responsibilities are to:

* Monitor the integrity of the Company's financial reporting
process and systems of internal controls regarding finance and
accounting compliance.

* Monitor the annual independent audit of the Company's
financial statements and the independence and performance of
the Company's independent auditors.

* Provide an avenue of communication among the independent
auditors, management and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as all books, records,
facilities and personnel at the Company. The Audit Committee has
the ability to retain, at the Company's expense, special legal,
accounting, or other consultants or experts it deems necessary in
the performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the New York
Stock Exchange. The Audit Committee shall be comprised of three or
more directors as determined by the Board, each of whom shall be
independent nonexecutive directors, free from any relationship that
would interfere with the exercise of his or her independent
judgment. All members of the Audit Committee shall have a basic
understanding of finance and accounting and be able to read and
understand fundamental financial statements, and at least one
member of the Audit Committee shall have accounting or related
financial management expertise.

Audit Committee members shall be appointed by the Board. If an
Audit Committee Chair is not designated or present, the members of
the Audit Committee may designate a Chair by majority vote of the
Committee membership.

The Audit Committee shall meet at least two times annually, or more
frequently as circumstances dictate. The Audit Committee Chair
shall approve an agenda in advance of each meeting. The Committee
should meet privately in executive session at least annually with
management, the independent auditors, and as a committee to discuss
any matters that the Committee or each of these groups believe
should be discussed. In addition, the Audit Committee Chair should
communicate with management and the independent auditors quarterly
to review the Company's financial statements and significant
findings based upon the auditors limited review procedures.

B-1

III. Audit Committee Responsibilities and Duties

The Audit Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the outside auditors are responsible for auditing those
financial statements. Additionally, the Audit Committee recognizes that
financial management, as well as the independent auditors, have more time,
knowledge and more detailed information regarding the Company than do Audit
Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special
assurance as to the Company's financial statements or any professional
certification as to the independent auditor's work.

The following functions shall be the common recurring activities of the
Audit Committee in carrying out its oversight function. These functions are
set forth as a guide with the understanding that the Committee may diverge
from this guide as appropriate given the circumstances.

Review Procedures
-----------------

1. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with applicable SEC regulations.

2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion
with management and independent auditors of significant issues
regarding accounting principles, practices, and judgments.

3. In consultation with the management and the independent
auditors, consider the integrity of the Company's financial
reporting processes and controls. Discuss significant
financial risk exposures and the steps management has taken to
monitor, control, and report such exposures. Review
significant findings prepared by the independent auditors
together with management's responses.

4. Review with financial management and the independent auditors
the company's quarterly financial results prior to the release
of earnings and/or the company's quarterly financial
statements prior to filing or distribution. Discuss any
significant changes to the Company's accounting principles and
any items required to be communicated by the independent
auditors in accordance with SAS 61 (see item 9). The Chair of
the Committee may represent the entire Audit Committee for
purposes of this review.

Independent Auditors
--------------------

5. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee shall review the independence and performance of the
auditors and annually approve the appointment of the
independent auditors or approve any discharge of auditors when
circumstances warrant.

6. Approve the fees and other significant compensation to be paid to
the independent auditors.

7. On an annual basis, the Audit Committee shall (I) request from
the independent auditors a formal written statement
delineating all relationships between the auditor and the
Company consistent with Independence Standards Board Standard
Number 1, (II) discuss with the independent auditors any such
disclosed relationships and their impact on the independent

B-2

auditor's independence; and (III) recommend to the Board of
Directors appropriate action to oversee the independence of
the independent auditor.

8. Review the independent auditors audit plan and engagement
letter - discuss scope, staffing, locations, reliance upon
management and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in
accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.

Other Audit Committee Responsibilities
--------------------------------------

11. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be included
in the Company's annual proxy statement.

12. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Audit Committee
or the Board deems necessary or appropriate.

13. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.

B-3

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby nominates, constitutes and appoints Alan C.
Henderson and Gregory J. Eisenhauer, or such other person as is designated
by the Board of Directors of RehabCare Group, Inc. ("RehabCare") (the
"Proxies"), or either of them, with full power to act alone, true and lawful
attorney(s), with full power of substitution, for the undersigned and in the
name, place and stead of the undersigned to vote as designated on the reverse
side all of the shares of common stock, $0.01 par value, of RehabCare entitled
to be voted by the undersigned at the Annual Meeting of Stockholders to be held
on May 3, 2001 and at any adjournments or postponements thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" ALL THE NAMED NOMINEES FOR DIRECTOR AND "FOR" THE PROPOSAL TO
AMEND ARTICLE FOURTH OF THE RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED.

The undersigned acknowledges receipt of the 2000 Annual Report to
Stockholders and the Notice of the Annual Meeting and the Proxy Statement.
Please mark, sign, date and return the Proxy Card promptly using the enclosed
envelope.

(SEE REVERSE SIDE TO VOTE)

REHABCARE GROUP, INC. OFFERS TWO WAYS FOR YOU TO VOTE YOUR PROXY
---
AS A STOCKHOLDER YOU CAN NOW HELP YOUR COMPANY SAVE BOTH TIME AND EXPENSE
BY VOTING THIS PROXY BY TOUCH TONE PHONE.

OPTION 1: Call toll free 888-215-6726 using a touch tone phone
--------- 24 hours a day, 7 days a week, up until 5:00 p.m. Central
VOTE BY Standard Time on May 2, 2001. You will be asked to enter
TELEPHONE the proxy control number listed below. Then, if you wish to
vote as recommended by the Board of Directors, simply
press 1. That's all there is to it...End of call. If you do
not wish to vote as the Board recommends, you need only
respond to a few simple prompts. THERE IS NO CHARGE FOR
THIS CALL. (DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY
PHONE.)

YOUR PROXY CONTROL NUMBER IS:

OPTION 2: If you do not wish to vote by touch tone phone, please
--------- complete, sign and return the Proxy Card in the enclosed
MAIL YOUR envelope.
PROXY CARD

REHABCARE GROUP, INC. ANNUAL MEETING OF STOCKHOLDERS
THE BOARD OF DIRECTORS HAS PROPOSED AND RECOMMENDS A VOTE "FOR" THE FOLLOWING:

1. Election of Directors:
(for term expiring in 2002)

1 - WILLIAM G. ANDERSON 5 - JOHN H. SHORT
2 - COLLEEN CONWAY-WELCH 6 - H. EDWIN TRUSHEIM
3 - ALAN C. HENDERSON 7 - THEODORE M. WIGHT
4 - RICHARD E. RAGSDALE

/ / FOR all nominees / / WITHHOLD AUTHORITY
listed to the left (except to vote for all nominees
as specified below). listed to the left.

(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.) / /

2. PROPOSAL TO AMEND ARTICLE FOURTH OF THE RESTATED CERTIFICATE OF
INCORPORATION, AS AMENDED, TO INCREASE THE TOTAL NUMBER OF
AUTHORIZED SHARES OF STOCK FROM 30,000,000 TO 70,000,000 AND TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
20,000,000 TO 60,000,000.

/ / FOR / / AGAINST / / ABSTAIN

3. The proxies are authorized to vote upon such other matters as may
properly come before the meeting or any adjournment thereof in such
manner as said proxies shall determine in their sole discretion.

Check appropriate box
Indicate changes below: Date __________________ NO. OF SHARES
Address Change? / / Name Change? / /

/ / Please check this box
if you plan to attend
the Annual Meeting
in person

/ /
SIGNATURE(S) IN BOX

Please sign exactly as your name
appears on this Proxy. When shares
are held by joint tenants, both
should sign. When signing as
attorney, executor, administrator,
trustee or partner, please give
full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

APPENDIX

Page 15 of the printed Proxy contains a Stockholder Return Performance
Graph. The information presented in the graph is restated in a tabular format
immediately following the graph.