SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MITSOS SPIRO B (Last) (First) (Middle) 6477 BELL RIVE (Street) NEWBURGH IN 47630 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RES CARE INC /KY/ [ RSCR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 06/23/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/23/2004		S		200,000(1)	D	$8.9	10,015	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$7.97	06/23/2004		D			4,500	07/02/2001	07/02/2006	Common Stock	4,500	$13.47(2)	0	D
Stock Option (right to buy)	$6.49	06/23/2004		D			4,500	07/01/2002	07/01/2007	Common Stock	4,500	$13.47(2)	0	D
Stock Option (right to buy)	$4.67	06/23/2004		D			4,500	07/01/2003	07/01/2008	Common Stock	4,500	$13.47(2)	0	D

Explanation of Responses:

1. Dr. and Mrs. Mitsos are selling their shares in a private transaction in connection with the Preferred Stock Purchase Agreement between ResCare and four investors affiliated with Onex Corporation ("Onex Transaction").

2. The Onex Transaction is a "Change of Control" as defined in the ResCare 2000 Non-employee Directors Stock Option Plan. Upon completion of the Onex Transaction all options granted under the Plan immediately vest and the director/grantee is entitled to receive, in lieu of the exercise of the option, to the extent not yet exercised, a cash payment equal to the difference between the Aggregate Option Exercise Price and the closing price on the date of the closing of the Onex Transaction. The disposition of the shares was approved by the Corporate Governance and Nominating Committee of ResCare's Board of Directors, which is comprised of three "non-employee" directors, as provided pursuant to Rule 16b-3(e).

	/s/ Spiro B. Mitsos	06/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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