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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2002

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 1, 2002, 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 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 4, 2002 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 28, 2002

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

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2002

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

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 28, 2002.

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. 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 4, 2002 are entitled to notice of, and to vote at, the Annual Meeting.
On such date, there were 17,333,561 shares of common stock, $0.01 par value
(the "Common Stock"), of RehabCare issued and outstanding.

Each outstanding share of RehabCare Common Stock on
March 4, 2002 is entitled to 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 majority of the outstanding shares of Common Stock
present in person or by proxy will constitute a quorum at the Annual
Meeting. 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, a designation on the proxy that the stockholder is "withholding
authority" for a nominee or nominees and broker "non-votes" do not have an
effect on the results of the vote for the election of directors. A
designation on the proxy that the stockholder is "withholding authority" to
vote for a nominee or nominees 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 are 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)
------------------------------------ ------------------ ---------------

FMR Corp.(2) 2,068,140 11.9%
82 Devonshire Street
Boston, Massachusetts 02109

Wasatch Advisors, Inc.(3) 1,370,953 7.9
150 Social Hall Avenue
Salt Lake City, Utah 84111

Boston Partners Asset Management, L.P.(4) 1,150,075 6.6
28 State Street, 20th Floor
Boston, Massachusetts 02109

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

(1) The percentage calculations are based upon 17,333,561 shares of
RehabCare Common Stock issued and outstanding on March 4, 2002.

(2) The information provided herein is based upon an Amendment No. 7 to
Schedule 13G, dated February 14, 2002, filed jointly by FMR Corp.,
Fidelity Management & Research Company ("FMRC"), Fidelity Management
Trust Company ("FMTC"), Fidelity Low Priced Stock Fund ("FLSF"),
Edward C. Johnson 3d and Abigail P. Johnson. Each of FMR Corp.,
Edward C. Johnson 3d and Abigail P. Johnson reported sole dispositive
power with respect to 2,068,140 shares reported as beneficially owned
and FMR Corp. reported sole voting power with respect to 75,100 shares
reported as beneficially owned. FMRC reported sole dispositive power
with respect to 1,993,040 shares, FMTC reported sole voting and
dispositive power with respect to 75,100 shares and FLSF reported sole
dispositive power with respect to 1,353,300 shares reported as
beneficially owned.

(3) The information provided herein is based on a Schedule 13G, dated
February 15, 2002, filed by Wasatch Advisors, Inc. an investment
adviser registered under the Investment Advisers Act of 1940. Wasatch
Advisors, Inc. reported sole voting and dispositive power with respect
to all 1,370,953 shares reported as beneficially owned.

(4) The information provided herein is based upon a Schedule 13G, dated
January 28, 2002, filed jointly by Boston Partners Asset Management,
L.P., an investment advisor ("BPAM"), Boston Partners, Inc., the
general

partner of BPAM ("Boston Partners"), and Desmond John Heathwood, the
principal stockholder of Boston Partners. Each of BPAM, Boston
Partners and Desmond John Heathwood reported shared voting and
dispositive power with respect to all 1,150,075 shares reported as
beneficially owned.

SECURITY OWNERSHIP BY MANAGEMENT

The following table sets forth, as of March 4, 2002, 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 540,677(4) 3.0%
William G. Anderson, CPA 220,246 1.3
Richard E. Ragsdale 115,869(5) (6)
John H. Short, Ph.D 145,561 (6)
H. Edwin Trusheim 179,268 1.0
Colleen Conway-Welch, Ph.D., R.N. 12,911 (6)
Theodore M. Wight 64,861 (6)
Tom E. Davis 91,891 (6)
Gregory F. Bellomy 67,346 (6)
Patricia Henry 15,639 (6)
Hickley M. Waguespack 58,264 (6)
Maurice Arbelaez 59,538 (6)
All directors and executive officers as a group
(15 persons) 1,641,968 8.8

<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 55,100, 200,061, 110,061, 142,561, 176,268, 12,461,
64,861, 91,891, 27,500, 15,000, 52,012, 41,880 and 1,422,385 shares
subject to stock options owned by Henderson, Anderson, Ragsdale, Short,
Trusheim, Conway-Welch, Wight, Davis, Bellomy, Henry, Waguespack and
Arbelaez and all directors and executive officers as a group,
respectively, that are either presently exercisable or exercisable
within 60 days of March 4, 2002. In addition, with respect to
Mr. Henderson, the total includes 362,964 shares subject to stock options
owned by a trust of which Mr. Henderson is the trustee that are either
presently exercisable or exercisable within 60 days of March 4, 2002.
Totals also include 842, 572 and 1,414 shares allocated to Mr. Arbelaez,
Ms. Henry and all directors and officers as a group, respectively, under
RehabCare's 401(k) plan.

(3) Based upon 17,333,561 shares of RehabCare Common Stock issued and
outstanding as of March 4, 2002 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 4, 2002.

(4) Includes (a) 93,675 shares owned by a trust of which Mr. Henderson is
the trustee and (b) 2,000 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 5,808 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 2003 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, 74, 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 Reinsurance Group of
America, Inc.

ALAN C. HENDERSON, 56, 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., Angelica Corporation and Reinsurance Group of
America, Inc. and is a member of the St. Louis Corporate Board of U.S.
Bancorp.

WILLIAM G. ANDERSON, CPA, 69, 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., 57, has been a director
of RehabCare since September 2000. Dr. Conway-Welch serves as the dean and a
professor at Vanderbilt University's School of Nursing, where she has been
employed since 1984. Dr. Conway-Welch also serves on the board of directors
of Pinnacle Bank in Nashville, Tennessee, Nurses for Newborns of Tennessee,
Ardent Health Services and Caremark RX, Inc.

RICHARD E. RAGSDALE, 58, has been a director of RehabCare
since 1993. Mr. Ragsdale also serves as a director of ProMedCo Management
Company, HealthMont, Inc. and Vanderbilt University Technology Company and
as Chairman of Hospital Authority of Metro Government, Nashville, Tennessee.

JOHN H. SHORT, PH.D., 57, has been a director of RehabCare
since 1991. Dr. Short also serves as Managing Partner of Phase 2 Consulting,
a healthcare consulting business.

THEODORE M. WIGHT, 59, has been a director of RehabCare
since 1991. Mr. Wight also serves as a General Partner of the General
Partners of Walden Investors, a healthcare venture capital business, and
Pacific Northwest Partners SBIC, L.P., a healthcare venture capital
business, and as a director of Interlinq Software Corp. and various
privately-held companies.

BOARD OF DIRECTORS AND COMMITTEES

During the year ended December 31, 2001, the Board of
Directors of RehabCare met four 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 2001. The Board of Directors of RehabCare has
standing Audit, Compensation, Nominating and Compliance Committees.

The current members of the Audit Committee are Mr. Anderson
and Drs. Short and Conway-Welch. The Audit Committee met six times
during 2001. The duties of the Audit Committee include (i) selecting the
independent auditors of RehabCare and negotiating the scope and cost of the
audit and other services rendered to RehabCare by such auditors, (ii) 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 (iii) 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 four times during 2001. 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 executive officers. The
Nominating Committee will consider nominees for directors recommended by
stockholders. The Nominating Committee is comprised of Messrs. Ragsdale,
Wight and Henderson. The Nominating Committee met one time during 2001.

The Compliance Committee members are Mr. Ragsdale and
Drs. Short and 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 three times during 2001.

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 2001, options to acquire 4,861 shares of
RehabCare Common Stock at an exercise price of $39.50 per share, the fair
market value on the date of grant, were granted to each of Messrs. Anderson,
Ragsdale, Trusheim and Wight and Drs. Short and Conway-Welch. In addition,
in February 2001, options to acquire 2,207 shares of RehabCare Common Stock
at an exercise price of $43.50 per share, the fair market value on the date
of grant, were granted to Mr. Trusheim for his services as Chairman of the
Board of Directors.

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, 2001, 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 privately-held and
publicly-traded healthcare outsourcing companies with similar revenue,
earnings and market capitalization profiles to RehabCare.

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, 2001, 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 2001 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 2001 the
Committee increased the respective annual base salary of

Messrs. Henderson, Arbelaez, Bellomy, Davis and Waguespack by between 5.0%
and 27.5% of such executive officer's previous annual base salary.

ANNUAL INCENTIVE COMPENSATION

For services rendered during the year ended December 31,
2001, 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 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, 2001, Mr. Henderson did not receive
a cash bonus under this formula. Messrs. Bellomy, Davis and Waguespack and
Ms. Henry received performance-based cash bonuses of $137,461, $41,781,
$43,870 and $90,000, respectively, for the year ended December 31, 2001.

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, 2001, 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, 2001, the
Committee granted 200,000 and 55,000 options to Messrs. Henderson and
Bellomy, 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, 2001, 2000 and 1999, the
following table presents summary information concerning compensation
awarded, 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, 2001 for services rendered to RehabCare. The table also
includes information with respect to Maurice Arbelaez, former President of
the Staffing Division, who would have been one of the four most highly
compensated executive officers for the year ended December 31, 2001 if he
had been an executive officer on December 31, 2001.

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

Alan C. Henderson, 2001 431,680 -- 200,000 3,400
President and Chief 2000 394,593 400,000 -- 3,400
Executive Officer 1999 343,333 223,167 60,000 3,200

Gregory F. Bellomy 2001 211,478 137,461 55,000 3,400
President, Staffing Division 2000 198,749 169,150 10,000 3,400
1999 193,167 60,781 -- 1,293

Tom E. Davis, 2001 230,833 41,781 -- 3,400
President, Inpatient Division 2000 211,875 173,290 15,000 3,400
1999 198,333 167,191 40,000 3,200

Patricia Henry 2001 155,682 90,000 -- 3,400
President, Contract Therapy
Division(2)

Hickley M. Waguespack 2001 207,917 43,870 -- 3,400
Executive Vice President 2000 198,750 186,861 -- 3,400
Customer Service and Retention 1999 193,000 162,695 12,000 3,200

Maurice Arbelaez 2001 237,710 -- -- 733,166(4)
Former President, Staffing 2000 194,057 195,246 40,000 3,400
Division(3) 1999 155,475 142,059 38,000 3,200

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

(1) Except as otherwise indicated, totals include amounts contributed by
RehabCare pursuant to the matching portion of RehabCare's 401(k) plan.

(2) Ms. Henry became an executive officer of RehabCare in November 2001.
Prior thereto, Ms. Henry served as Senior Vice President of Operations
of the Contract Therapy Division of RehabCare.

(3) Mr. Arbelaez ceased to be an executive officer of RehabCare on
November 6, 2001 and his employment with RehabCare terminated on
December 31, 2001.

(4) The amount disclosed includes $510,000 payable to Mr. Arbelaez pursuant
to a letter agreement entered into by RehabCare and Mr. Arbelaez in
connection with the termination of his employment. Pursuant to the
letter agreement, Mr. Arbelaez agreed to provide consulting services to
RehabCare during the period from January 1, 2002 to September 30, 2002.
In addition, the amount disclosed includes a $150,000 promissory note
and $7,068 of accrued interest to be forgiven on September 30, 2002
pursuant to the terms of the letter agreement. The amount disclosed
also includes $62,698 paid in connection with Mr. Arbelaez' relocation
to St. Louis, Missouri and $3,400 contributed by RehabCare pursuant to
the matching portion of RehabCare's 401(k) plan.

EMPLOYMENT, TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

RehabCare currently has employment agreements with Alan C.
Henderson, President and Chief Executive Officer, and Gregory F. Bellomy,
President of the Staffing 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 his 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 (as defined below) within three years of a change in control
(as defined below) 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 requires 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 and provides for the continuation of Mr. Henderson's
health and welfare benefits until the earlier of (i) one year after the date
of termination or (ii) his commencement of full-time employment with another
company. The agreement of Mr. Waguespack requires a lump-sum cash payment in
the event of termination in an amount equal to his then-current annual rate
of compensation. In addition, Mr. Waguespack's health and welfare benefits
will continue for one year after the date of termination.

Each of Messrs. Bellomy and Davis 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 without cause (as defined below) prior to a change in control
(as defined below) or within three years of a change in control or in the
event that the executive officer terminates his employment following a
change in control for good reason (as defined below). Each agreement is
subject to an automatic extension each year for an additional year, unless
either party gives the other written notice of such party's intent not to
renew.

Upon a termination without cause prior to a change in
control, the termination agreement of each of Messrs. Bellomy and Davis
requires continuation of the executive's annual base salary and

prorated target bonus (as defined in the agreement) to be paid on a monthly
basis over twelve months. In each case, all stock-based awards that have not
expired and are scheduled to vest and/or become exercisable within six
months shall vest and/or become exercisable as of the date of termination
(as defined in the agreement). In addition, the executive's health and
welfare benefits will continue until the earlier of (i) one year after the
date of termination or (ii) the commencement of coverage under a new
employer's plan.

Following a change in control and for three years
thereafter, upon a termination without cause, or upon the executive's
termination of employment for good reason, Messrs. Bellomy and Davis are
entitled to a lump-sum cash payment in an amount equal to 1.5 times the
executive's then-current annual base salary and severance bonus amount (as
defined in the agreement). In each case, all stock-based awards that have
not expired shall vest and/or become fully exercisable as of the change of
control date.

If payment of the foregoing amounts and any other benefits
received or receivable upon termination under any of the termination
agreements 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 all 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 the
termination agreements as (i) the acquisition by any person of beneficial
ownership of 25% or more (20% or more with respect to the termination
agreements of Messrs. Henderson and Waguespack) 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 (as defined below) or a termination by the executive
officer for other than good reason (as defined below). "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.

RehabCare and Maurice Arbelaez are parties to a letter
agreement, dated as of December 31, 2001, with respect to various matters
relating to the termination of his employment with RehabCare. Pursuant
to the letter agreement, Mr. Arbelaez' employment was terminated on
December 31, 2001, and Mr. Arbelaez agreed to provide certain consulting
services to RehabCare during the period from January 1, 2002 to
September 30, 2002. In recognition of Mr. Arbelaez' consulting services and
the termination of his employment, the letter agreement provides that
Mr. Arbelaez will be entitled to receive payments from RehabCare in the
aggregate amount of $510,000, and that RehabCare will forgive all principal
and

accrued interest under an outstanding $150,000 loan from RehabCare to
Mr. Arbelaez. In addition, Mr. Arbelaez also is entitled to receive paid
medical and health benefits from RehabCare through December 31, 2002.

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

The following table sets forth information with respect to
the exercise of stock options by the executive officers named in the Summary
Compensation Table during the year ended December 31, 2001 and the number of
exercisable and unexercisable stock options at December 31, 2001, as well as
the value of such stock options having an exercise price lower than the last
reported trading price on December 31, 2001 ("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 133,400 $4,142,254 418,064/220,000 $8,860,684/$611,436

Gregory F. Bellomy -- -- 27,500/87,500 536,875/663,275

Tom E. Davis -- -- 91,891/48,963 1,820,151/765,869

Patricia Henry -- -- 15,000/14,000 299,019/180,082

Hickley M. Waguespack 25,000 757,417 52,012/6,000 1,270,736/122,287

Maurice Arbelaez -- -- 32,380/50,940 454,979/441,075

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

(1) Based on a price per share of $29.60, the last reported sale price of
RehabCare Common Stock on December 31, 2001.

OPTION GRANTS IN LAST YEAR

The following table sets forth information concerning
stock option grants made in the year ended December 31, 2001 to the
executive officers named in the Summary Compensation Table.

INDIVIDUAL GRANT
--------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
NUMBER OF TOTAL OPTIONS OF STOCK PRICE APPRECIATION
SECURITIES GRANTED TO MARKET FOR OPTION TERM(5)
UNDERLYING EMPLOYEES IN EXERCISE OR PRICE ON ---------------------------
OPTIONS FISCAL BASE PRICE DATE OF EXPIRATION
NAME GRANTED (#) YEAR(%) ($/SH) GRANT ($) DATE(4) 5% ($) 10% ($)
---- ----------- ------- ------ --------- ------- ------ -------

Alan C. Henderson 150,000(1) 29.5% $43.50 $43.50 02/27/2011 4,103,537 10,399,170
50,000(2) 9.8 38.00 38.00 05/03/2011 1,194,900 3,028,111
Gregory F. Bellomy 15,000(3) 3.0 40.00 40.00 08/29/2011 377,337 956,245
40,000(3) 7.9 26.44 26.44 11/06/2011 665,119 1,685,542

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

(1) The option becomes exercisable with respect to 7,500, 15,000, 15,000,
37,500 and 75,000 shares on November 15, 2001, 2002, 2003, 2004 and
2005, respectively.

(2) The option becomes exercisable with respect to 2,500, 5,000, 5,000,
12,500 and 25,000 shares on November 15, 2001, 2002, 2003, 2004 and
2005, respectively.

(3) The option becomes 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.

(4) 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.

(5) 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.

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. 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, 2001 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, assuming 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, 1996 and ending December 31, 2001:

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

[GRAPH]

Assumes $100 invested on December 31, 1996 in
RehabCare Group, Inc. Common Stock,
the HEA Index and the NYSE Market Index

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

Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1998 Dec. 31, 1999 Dec. 29, 2000 Dec. 31, 2001
- ----------------------------------------------------------------------------------------------------------------

RehabCare Group, Inc. 100.00 197.42 139.22 158.31 765.45 441.02
- ----------------------------------------------------------------------------------------------------------------
HEA Index 100.00 103.07 99.00 87.37 151.57 142.52
- ----------------------------------------------------------------------------------------------------------------
NYSE Market Index 100.00 131.56 156.55 171.42 175.51 159.87
- ----------------------------------------------------------------------------------------------------------------

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires that RehabCare's executive officers and directors, and
persons who own more than ten percent of RehabCare's outstanding stock, file
reports of ownership and changes in ownership with the Securities and
Exchange Commission. Based solely on a review of such reports furnished to
RehabCare and written representations from RehabCare's directors and
executive officers that no other reports were required to be filed, RehabCare
believes that its directors and executive officers complied with all
applicable Section 16(a) filing requirements during the year ended
December 31, 2001, except that late reports were inadvertently filed with
respect to a Form 3 and four transactions on Form 4 for James M. Douthitt
and with respect to one transaction on Form 4 for Colleen Conway-Welch.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed KPMG LLP as
RehabCare's independent public accountants for the year ending December 31,
2002. 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 $426,000 for the audit
and review of RehabCare's financial statements included in its Forms 10-K
and 10-Qs during the year ended December 31, 2001.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
FEES. RehabCare did not pay any fees to KPMG LLP during the year ended
December 31, 2001 for services relating to financial information system
design or implementation.

ALL OTHER FEES. RehabCare paid KPMG LLP $739,000 for all
other services during the year ended December 31, 2001, of which $285,000
were audit-related and $454,000 were for non-audit services. Audit-related
services consisted primarily of an audit of the employee benefit plan, due
diligence related assistance and review of secondary offering documents.
Non-audit services consisted primarily of tax services.

The Audit Committee considered whether KPMG LLP's
provision of all other services was compatible with maintaining the
independence of KPMG LLP.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders and nominations for directors
intended to be presented at the 2003 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 28, 2002 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 directors which do not appear in
the Proxy Statement may be considered at the 2003 Annual Meeting of
Stockholders only if written notice of the proposal is received by RehabCare
by not later than February 11, 2003.

ANNUAL REPORT

RehabCare's annual report for the year ended December 31,
2001 has been mailed simultaneously to RehabCare's stockholders.

A copy of RehabCare's Annual Report on Form 10-K for the
year ended December 31, 2001, 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 28, 2002

REHABCARE GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS

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 below 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 1, 2002 and at any adjournments or postponements thereof.

THE BOARD OF DIRECTORS HAS PROPOSED AND RECOMMENDS A VOTE "FOR" THE FOLLOWING:

1. ELECTION OF DIRECTORS (for term expiring in 2003):
/ / FOR all nominees listed below (except as specified below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below

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.

FOR TERM EXPIRING IN 2003:

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

2. 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.

REHABCARE GROUP, INC. OFFERS TWO WAYS FOR YOU TO VOTE YOUR PROXY
As a stockholder you can 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 April 30, 2002. You will be asked to
TELEPHONE enter 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
MAIL YOUR enclosed envelope.
PROXY CARD

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.

The undersigned acknowledges receipt of the 2001 Annual Report to
Stockholders and the Notice of Annual Meeting and the Proxy Statement.
Please mark, sign, date and return the Proxy Card promptly using the
enclosed envelope.

Check appropriate box.
Indicate changes below:

/ / Address Change? / / Name Change? / / Please check
this box if you
plan to attend
the Annual
Meeting in
person.

NO. OF SHARES
---------------

SIGN HERE
---------------------------------------------

DATED
-------------------------------------------------

Please sign this proxy card exactly as your shares are
registered. When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title. If more than one person holds the power to
vote the same shares, any one of them may sign the
proxy card. If the shareholder is a corporation, this
proxy card must be signed by a duly authorized officer
of the shareholder.

APPENDIX

Page 15 of the printed Proxy for RehabCare contains a performance
graph. The information contained in the graph has been presented in a tabular
format which may be processed by the EDGAR system.