8-A12B/A

 1

                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


                                 FORM 8-A/A

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) or (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934



                                VENCOR, INC.                     
           (Exact Name of Registrant as specified in its Charter)



         DELAWARE                                 61-1055020             
(State of Incorporation or             (IRS Employer Identification No.)
       Organization)


3300 Capital Holding Center
  400 West Market Street
   Louisville, Kentucky                             40202     
  (Address of Principal                          (Zip Code)
    Executive Office)



Securities to be Registered Pursuant to Section 12(b) of the Act:



Title of each class                       Name of each exchange on which
to be so registered                       each class is to be registered

Preferred Stock Purchase Rights           New York Stock Exchange, Inc.



Securities to be Registered Pursuant to Section 12(g) of the Act:



                                    None                                   
                              (Title of Class)
                        Exhibit Index is on Page 13


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Item 1.  Description of Registrant's Securities to be Registered


            On July 20, 1993, the Board of Directors of Vencor,
Incorporated, a Delaware corporation (the "Company") declared a dividend of
one Preferred Stock Purchase Right for each outstanding share of Common
Stock, of the Company (the "Right").  The dividend is payable to holders of
record of Common Stock at the close of business on August 1, 1993 (the
"Record Date").  Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Vencor Series A Preferred Stock
("Preferred Stock") at a purchase price of $110.  The terms and conditions
of the Rights are contained in a Rights Agreement between the Company and
National City Bank, as Rights Agent.

            Initially, the Rights will be attached to all Vencor Common
Stock certificates representing shares then outstanding and no separate
Rights certificates will be distributed.  Until the earlier to occur of
(i) the first date (the "Stock Acquisition Date") of a public announcement
that, without the prior approval of the Company, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire beneficial ownership of securities having 15%
or more of the voting power of all outstanding voting securities of the
Company or (ii) ten days (unless such date is extended by the Board of
Directors) following the commencement of (or a public announcement of an
intention to make) a tender offer or exchange offer which would result in
any person or group of related persons becoming an Acquiring Person (the
earlier of such dates being called the "Rights Distribution Date"), the
Rights will be evidenced by the Common Stock certificates.  Until the
Rights Distribution Date, the Rights will be transferred only with Common
Stock certificates.  New Common Stock certificates issued after the Rights
Distribution Date upon transfer or new issuance of the Common Stock will
contain a notation incorporating the Rights Agreement by reference.  Until
the Rights Distribution Date (or earlier redemption, exchange, or
expiration of the Rights), the surrender for transfer of any certificates
for Common Stock outstanding as of the Distribution Date will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.  As soon as practicable following the
Rights Distribution Date, separate certificates evidencing the Rights
("Rights Certificate") will be mailed to holders of record of the Common
Stock as of the close of business on the Rights Distribution Date, and the
separate Rights Certificates alone will evidence the Rights.

            The Rights will not be exercisable until the Rights
Distribution Date.  The Rights will expire on the earliest of (i) the close
of business July 19, 2003, (ii) consummation of a merger transaction with a
person or group who acquired Common Stock pursuant to a Permitted Offer (as
defined below), and is 


 3

offering in the merger the same form of consideration, and not less than
the price per share, paid pursuant to the Permitted Offer; (iii) redemption
by the Company as described below; or (iv) exchange by the Company as
described below.

            The Purchase Price payable, and the number of shares of
Preferred Stock or other securities issuable, upon exercise of the Rights
will be subject to an adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock, certain convertible securities or securities having
rights, privileges and preferences the same as, or more favorable than, the
Preferred Stock at less than the current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness, cash (excluding regular quarterly cash dividends
out of earnings or retained earnings), assets (other than a dividend
payable in the Preferred Stock) or of subscription rights or warrants
(other than those referred to above).

            In the event that, after the first date of public announcement
by the Company or an Acquiring Person that an Acquiring Person has become
such, the Company is involved in a merger or other business combination
transaction in which the Common Stock is exchanged or changed (other than a
merger with a person or group who acquired Common Stock pursuant to a
Permitted Offer and is offering in the merger not less than the price paid
pursuant to the Permitted Offer and the same form of consideration paid in
the Permitted Offer), or 50% or more of the Company's assets or earning
power are sold (in one transaction or a series of transactions), proper
provision shall be made so that each holder of a Right (other than such
Acquiring Person) shall hereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company (or, in the event
that there is more than one acquiring company, the acquiring company
receiving the greatest portion of the assets or earning power transferred)
which at the time of such transaction would have a market value of two
times the exercise price of the Right (such right being called the "Flip-
over").  "Permitted Offer" means a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms determined,
prior to the purchase of shares under such tender offer or exchange offer,
by at least a majority of the members of the Board of Directors who are not
officers of the Company to be both adequate and otherwise in the best
interests of the Company, its stockholders (other than the person on whose
behalf the offer is being made) and other relevant constituencies.

            In the event that an Acquiring Person becomes such, proper
provision shall be made so that each holder of a Right 


 4

will for a 60 day period thereafter have the right to receive upon exercise
that number of shares of Common Stock having a market value of two times
the exercise price of the Right, to the extent available, and then (after
all authorized and unreserved shares of Common Stock have been issued) a
common stock equivalent (such as the Preferred Stock or another equity
security with at least the same economic value as the Common Stock) having
a market value of two times the exercise price of the Right, with the
Common Stock to the extent available being issued first (such right being
called the "Flip-in").

            The holder of a Right will continue to have the Flip-over
whether or not such holder exercises the Flip-in Right.  Upon the
occurrence of any of the events giving rise to the exercisability of the
Flip-over Right or the Flip-in Right, any Rights that are or were at any
time owned by an Acquiring Person shall become void insofar as they relate
to the Flip-over Right or the Flip-in Right.

            With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.  No fractions of shares will be issued
and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading date prior to the date
of exercise.

            At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
in cash per Right (the "Redemption Price"), which redemption shall be
effective upon the action of the Board of Directors in the exercise of its
sole discretion.  Additionally, the Company may, following the Stock
Acquisition Date, redeem the then outstanding Rights in whole, but not in
part, at the Redemption Price, following an event giving rise to, and the
expiration of the exercise period for, the Flip-in Right, provided that
redemption is (i) in connection with a merger or other business combination
transaction or series of transactions involving the Company in which all
holders of Common Stock are treated alike but not involving an Acquiring
Person or any person who was an Acquiring Person or (ii) if and for as long
as no person beneficially owns securities representing 15% or more of the
voting power of the Company's voting securities.  Upon the effective date
of the redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

            The Board of Directors of the Company may, at its option, at
any time after any person becomes an Acquiring Person, exchange all or part
of the then outstanding and exercisable Rights for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to 


 5

reflect any stock split, stock dividend or similar transaction occurring
after the Record Date.  Notwithstanding the foregoing, the Board of
Directors may not effect such exchange at any time after any person (other
than the Company, any subsidiary of the Company, any employee benefit plan
of the Company or any such subsidiary, or any entity holding shares of
Common Stock for or pursuant to the terms of any such plan), together with
all affiliates and associates of such Person, becomes the Beneficial Owner
of 50% or more of the shares of Common Stock then outstanding.  Immediately
upon the action of the Board of Directors of the Company ordering the
exchange of any Rights, and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive that number
of shares of Common stock equal to the number of Rights held by such
holder.

            Any of the provisions of the Rights Agreement may be amended by
the Board of Directors prior to a person becoming an Acquiring Person. 
After such time, the provisions of the Rights Agreement may only be amended
by the Board of Directors to make changes which do not adversely affect the
interests of holders of Rights.

            The Preferred Stock purchasable upon exercise of the Rights
will be nonredeemable and junior to any other series of preferred stock the
Company may issue (unless otherwise provided in the terms of such stock). 
Each share of Preferred Stock will have a preferential quarterly dividend
in an amount equal to 100 times the dividend declared on each share of
Common Stock, but in no event less than $1.00.  In the event of
liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to $100 per share, plus an amount equal to
accrued and unpaid dividends thereon to the date of such payment.  Each
share of Preferred Stock will have 100 votes, voting together with the
shares of the Company's Common Stock.  In the event of any merger,
consolidation or other transaction in which shares of the Company's Common
Stock are exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount and type of consideration received per share
of Common Stock.

            Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.  The Company is not
required to issue fractions of Rights.

            The Rights will have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company without conditioning the offer on the Rights being
redeemed or a substantial number of 


 6

Rights being acquired.  However, the Rights should not interfere with any
tender offer or merger approved by the Company (other than with an
Acquiring Person) because the Rights (i) do not become exercisable in the
event of a Permitted Offer and expire automatically upon the consummation
of a merger in which the form of consideration is the same as, and the
price is not less than the price paid in, the Permitted Offer and (ii) are
redeemable and exchangeable in connection with an approved merger in which
all holders of the Common Stock are treated alike.

            The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes the form of the Rights
Certificate, is hereto as an exhibit to this Form 8-K to which reference is
hereby made.  The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such Exhibit. 
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement.

            In addition, the Board amended certain provisions of the
Company's By-Laws relating to the size of the Board of Directors, the
calling of special meetings, the fixing of a record date for written
consents, procedures relating to stockholder proposals and nominations for
directors, and the stockholder vote required to amend the By-Laws.
   
            Item 1 is hereby amended by deleting the foregoing text of Item
1 in its entirety and substituting therefor the following:

            On July 20, 1993, the Board of Directors of Vencor,
Incorporated, a Delaware corporation, now known as Vencor, Inc. (the
"Company") declared a dividend of one Preferred Stock Purchase Right (the
"Right") for each outstanding share of Common Stock ("Common Stock"), of
the Company.  The dividend is payable to holders of record of Common Stock
at the close of business on August 1, 1993 (the "Record Date").  Each Right
entitles the registered holder to purchase from the Company one one-
hundredth of a share of Series A Preferred Stock of the Company ("Preferred
Stock") at a purchase price of $110.  The terms and conditions of the
Rights are contained in the Rights Agreement dated as of July 20, 1993
between the Company and National City Bank, as Rights Agent (the "Rights
Agreement").  Capitalized terms not otherwise defined herein have the
meanings assigned to them in the Rights Agreement, as amended.

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding and no separate Rights
certificates will be distributed.  Until the earlier to occur of (i) the
first date (the "Stock Acquisition 


 7

Date") of a public announcement that, without the prior approval of the
Company, a person or group of Affiliated or Associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire
Beneficial Ownership of securities having 15% or more of the voting power
of all outstanding voting securities of the Company or (ii) ten days
(unless such date is extended by the Board of Directors) following the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any person or group of
related persons becoming an Acquiring Person (the earlier of such dates
being called the "Rights Distribution Date"), the Rights will be evidenced
by the Common Stock certificates.  Until the Rights Distribution Date, the
Rights will be transferred only with Common Stock certificates.  New Common
Stock certificates issued after the Rights Distribution Date upon transfer
or new issuance of the Common Stock will contain a notation incorporating
the Rights Agreement by reference.  Until the Rights Distribution Date (or
earlier redemption, exchange, or expiration of the Rights), the surrender
for transfer of any certificates for Common Stock outstanding as of the
Rights Distribution Date will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.  As soon
as practicable following the Rights Distribution Date, separate
certificates evidencing the Rights ("Rights Certificate") will be mailed to
holders of record of the Common Stock as of the close of business on the
Rights Distribution Date, and the separate Rights Certificates alone will
evidence the Rights.

            The Rights will not be exercisable until the Rights
Distribution Date.  The Rights will expire on the earliest of (i) the close
of business July 19, 2003, (ii) consummation of a merger transaction with a
person or group who acquired Common Stock pursuant to a Permitted Offer,
and is offering in the merger the same form of consideration, and not less
than the price per share, paid pursuant to the Permitted Offer;
(iii) redemption by the Company as described below; or (iv) exchange by the
Company as described below.

            The Purchase Price payable, and the number of shares of
Preferred Stock or other securities issuable, upon exercise of the Rights
will be subject to an adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock, certain convertible securities or securities having
rights, privileges and preferences the same as, or more favorable than, the
Preferred Stock at less than the current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness, cash (excluding regular quarterly cash dividends
out of earnings or retained earnings), assets (other than a dividend
payable in the Preferred


 8

Stock) or of subscription rights or warrants (other than those referred to
above).

            In the event that, after the first date of public announcement
by the Company or an Acquiring Person that an Acquiring Person has become
such, the Company is involved in a merger or other business combination
transaction in which the Common Stock is exchanged or changed (other than a
merger with a person or group who acquired Common Stock pursuant to a
Permitted Offer and is offering in the merger not less than the price paid
pursuant to the Permitted Offer and the same form of consideration paid in
the Permitted Offer), or 50% or more of the Company's assets or earning
power are sold (in one transaction or a series of transactions), proper
provision shall be made so that each holder of a Right (other than such
Acquiring Person) shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company (or, in the event
that there is more than one acquiring company, the acquiring company
receiving the greatest portion of the assets or earning power transferred)
which at the time of such transaction would have a market value of two
times the exercise price of the Right (such right being called the "Flip-
over").

            In the event that an Acquiring Person becomes such, proper
provision shall be made so that each holder of a Right will for a 60 day
period thereafter have the right to receive upon exercise that number of
shares of Common Stock having a market value of two times the exercise
price of the Right, to the extent available, and then (after all authorized
and unreserved shares of Common Stock have been issued) a common stock
equivalent (such as the Preferred Stock or another equity security with at
least the same economic value as the Common Stock) having a market value of
two times the exercise price of the Right, with the Common Stock to the
extent available being issued first (such right being called the
"Flip-in").

            The holder of a Right will continue to have the Flip-over
whether or not such holder exercises the Flip-in.  Upon the occurrence of
an Acquiring Person becoming such (other than pursuant to a Permitted
Offer), any Rights that are issued to or Beneficially Owned by such an
Acquiring Person or, under certain circumstances, transferees thereof,
shall become null and void and thereafter may not be transferred to any
person.

            With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.  No fractions of shares will be issued
and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading date prior to the date
of exercise.


 9

            At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
in cash per Right (the "Redemption Price"), which redemption shall be
effective upon the action of the Board of Directors in the exercise of its
sole discretion.  Additionally, the Company may, following the Stock
Acquisition Date, redeem the then outstanding Rights in whole, but not in
part, at the Redemption Price, following an event giving rise to, and the
expiration of the exercise period for, the Flip-in, provided that
redemption is prior to an event giving rise to the Flip-over, either (i) in
connection with a merger or other business combination transaction or
series of transactions involving the Company in which all holders of Common
Stock are treated alike but not involving (other than as a holder of Common
Stock being treated like all other such holders) an Acquiring Person or
(ii) if and for as long as the Acquiring Person is not thereafter the
Beneficial Owner of 15% of the shares of Common Stock and, at the time of
the redemption, no other persons are Acquiring Persons.  Upon the effective
date of the redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.

            The Board of Directors of the Company may, at its option, at
any time after any person becomes an Acquiring Person, exchange all or part
of the then outstanding and exercisable Rights for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the Record Date.  Notwithstanding the foregoing, the Board
of Directors may not effect such exchange at any time after any person
(other than the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any such subsidiary, or any entity holding
shares of Common Stock for or pursuant to the terms of any such plan),
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the share of Common Stock then
outstanding.  Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights, and without any further action
and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to
receive that number of shares of Common stock equal to the number of Rights
held by such holder.

            Prior to a person becoming an Acquiring Person the Board of
Directors of the Company may amend the Rights Agreement without approval of
the holders of the Rights in order to cure any ambiguity, to correct or
supplement any provision contained in the Rights Agreement, to make any
other provisions with respect to the Rights that the Company may deem
necessary or 


 10

desirable or to lower the threshold at which an Acquiring Person becomes
such to not less than the greater of (i) .001% plus the percentage amount
then Beneficially Owned by any person (other than the Company and certain
of its Affiliates) and (ii) 10%.  After the time a person becomes an
Acquiring Person, the provisions of the Rights Agreement may only be
amended by the Board of Directors to make changes that do not adversely
affect the interests of holders of Rights.

            The Preferred Stock purchasable upon exercise of the Rights
will be nonredeemable and junior to any other series of preferred stock the
Company may issue (unless otherwise provided in the terms of such stock). 
Each share of Preferred Stock will have a preferential quarterly dividend
in an amount equal to 100 times the dividend declared on each share of
Common Stock, but in no event less than $1.00.  In the event of
liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to $100 per share, plus an amount equal to
accrued and unpaid dividends thereon to the date of such payment.  Each
share of Preferred Stock will have 100 votes, voting together with the
shares of the Common Stock.  In the event of any merger, consolidation or
other transaction in which shares of the Common Stock are exchanged, each
share of Preferred Stock will be entitled to receive 100 times the amount
and type of consideration received per share of Common Stock.

            Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.  The Company is not
required to issue fractions of Rights.

            The Rights will have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company without conditioning the offer on the Rights being
redeemed or a substantial number of Rights being acquired.  However, the
Rights should not interfere with any tender offer or merger approved by the
Company (other than with an Acquiring Person) because the Rights (i) do not
become exercisable in the event of a Permitted Offer and expire
automatically upon the consummation of a merger in which the form of
consideration is the same as, and the price is not less than the price paid
in, the Permitted Offer and (ii) are redeemable and exchangeable in
connection with an approved merger in which all holders of the Common Stock
are treated alike.

            As of August 11, 1995, the Rights Agreement was amended (the
"First Amendment").  The First Amendment amends Exhibit II of the Rights
Agreement to correct and clarify any ambiguities contained in the Summary
of Rights to Purchase Series A Participating Preferred Stock.


 11

            The foregoing descriptions do not purport to be complete and
are qualified in their entirety by reference to the Rights Agreement and
the First Amendment, both of which are attached as Exhibit 1 and Exhibit 2
hereto, respectively, and are hereby incorporated by reference.
    

Item 2.  Exhibits


1.    Rights Agreement, dated as of July 20, 1993 between Vencor,
      Incorporated and National City Bank, which includes as Exhibit I
      thereto the Form of Rights Certificate and, as Appendix A, a
      description of the Relative Rights, Preferences and Limitations of
      the Series A Preferred Stock.  Pursuant to the Rights Agreement,
      Rights Certificates will not be mailed until after the earlier of
      (i) the Stock Acquisition Date or (ii) ten business days following
      the commencement of a tender offer or exchange offer that would
      result in a person or group beneficially owning 15% or more of the
      outstanding shares of Common Stock, provided that a person shall not
      be deemed the beneficial owner of voided shares for purposes of the
      Rights Agreement.


 12
   
            Item 2 is hereby amended by deleting the foregoing text of Item
2 in its entirety and substituting therefor the following:

Exhibit No.                         Description

1.                      Rights Agreement dated as of July 20, 1993 between
                        Vencor, Incorporated and National City Bank, as
                        Rights Agent.  

2.                      First Amendment to Rights Agreement dated as of
                        August 11, 1995 between Vencor, Inc. and National
                        City Bank, as Rights Agent
    
                                 SIGNATURE

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    VENCOR, INC.


                                    By:/s/Jill L. Force              
                                       Jill L. Force, General Counsel
                                           and Secretary


Date:  August 11, 1995


 13

                             INDEX TO EXHIBITS


   Exhibit No.                    Exhibit                      Page No. in
                                                               Sequentially
                                                               Numbered 8-A
        1        Rights Agreement dated as of July 20,              *
                 1993 between Vencor, Incorporated and
                 National City Bank, as Rights Agent
        2        First Amendment to Rights Agreement                14
                 dated as of August 11, 1995 between
                 Vencor, Inc. and National City Bank, as
                 Rights Agent










                                      

*    Included as Exhibit 1 to Registration Statement on
     Form 8-A filed July 21, 1993; such Exhibit is
     incorporated herein by reference.


 14

                                                                  EXHIBIT 2
                    FIRST AMENDMENT TO RIGHTS AGREEMENT

            This First Amendment (this "Amendment") dated as of August 11,
1995 to the Rights Agreement (the "Rights Agreement") dated as of July 20,
1993 between Vencor, Incorporated, a Delaware corporation, now known as
Vencor, Inc. (the "Company") and National City Bank, Rights Agent, a
national banking association existing under the laws of the State of Ohio
(the "Rights Agent"); all capitalized terms not defined herein shall have
the meanings ascribed to such term in the Rights Agreement.

            WHEREAS, the Board of Directors of the Company declared a
dividend of one preferred stock purchase right for each share of the
Company's Common Stock outstanding as of the close of business on August 1,
1993; and

            WHEREAS, each currently issued and outstanding share of the
Company's Common Stock entitles the holder thereof to one Right; and 

            WHEREAS, each of the Rights is currently represented only by
the share of Common Stock entitled to such Right; and

            WHEREAS, Section 27 of the Rights Agreement provides that the
Company may amend the Rights Agreement without the approval of any holders
of Rights Certificates in order, among other things, to correct or
supplement any provision in the Rights Agreement, to cure any ambiguity or
to make any other provisions with respect to the Rights which the Company
may deem necessary or desirable; and 

            WHEREAS, the Company has deemed it necessary or desirable to
correct or supplement Exhibit II to the Rights Agreement by this Agreement.

            NOW THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged the Company and the Rights Agent hereby agree as
follows:

            1.    Exhibit II. Exhibit II of the Rights Agreement shall be
deleted in its entirety and replaced with a new Exhibit II, attached to
this Amendment as Annex A.

            2.    Governing Law.  This amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.


 15

            3.    Counterparts.     This Amendment may be executed in
counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument.

            IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year
first above written.

                                          VENCOR, INC.
Attest:


By:/s/June N. King                        By:/s/Jill L. Force    
   Name:June N. King                         Name: Jill L. Force
   Title:Assistant Secretary                 Title:General Counsel and
         and General Counsel                       Secretary



                                          NATIONAL CITY BANK, AS
                                                RIGHTS AGENT
Attest:


By:/s/Deborah A. Zupkovich                By:/s/David B. Davis      
   Name:Deborah A. Zupkovich                 Name:David B. Davis
   Title:Trust Officer                       Title:Vice President

EX-2

 A-1

                                                                  (Annex A)
                                                                 EXHIBIT II

      UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT
      DATED AS OF JULY 20, 1993, AMONG VENCOR, INCORPORATED AND
      NATIONAL CITY BANK, AS RIGHTS AGENT (THE "RIGHTS AGREEMENT"),
      AS THE SAME MAY BE AMENDED FROM TIME TO TIME, RIGHTS ISSUED TO
      OR BENEFICIALLY OWNED BY A PERSON WHO IS OR BECOMES AN
      ACQUIRING PERSON (OTHER THAN PURSUANT TO A PERMITTED OFFER) OR
      AN ASSOCIATE OR AFFILIATE OF SUCH ACQUIRING PERSON (AS SUCH
      TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR, UNDER CERTAIN
      CIRCUMSTANCES, TRANSFEREES THEREOF, WILL BECOME NULL AND VOID
      AS PROVIDED IN SECTIONS 7(e) AND 11(a)(ii) OF THE RIGHTS
      AGREEMENT AND THEREAFTER MAY NOT BE TRANSFERRED TO ANY PERSON.


                       SUMMARY OF RIGHTS TO PURCHASE
                   SERIES A PARTICIPATING PREFERRED STOCK


      On July 20, 1993, the Board of Directors of Vencor, Incorporated, a
Delaware corporation, now known as Vencor, Inc. (the "Company") declared a
dividend of one Preferred Stock Purchase Right (the "Right") for each
outstanding share of Common Stock ("Common Stock"), of the Company.  The
dividend is payable to holders of record of Common Stock at the close of
business on August 1, 1993 (the "Record Date").  Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share
of Series A Preferred Stock of the Company ("Preferred Stock") at a
Purchase Price of $110.  The terms and conditions of the Rights are
contained in a Rights Agreement dated as of July 20, 1993 between the
Company and National City Bank, as Rights Agent (the "Rights Agreement"). 
Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Rights Agreement, as amended.

      As discussed below, initially the Rights will not be exercisable,
certificates for the Rights will not be issued, and the Rights will
automatically trade with the Common Stock.

      Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding and no separate Rights
certificates will be distributed.  Until the earlier to occur of (i) the
first date (the "Stock Acquisition Date") of a public announcement that,
without the prior approval of Vencor (which approval is prohibited under
certain circumstances as described below), a person or group of Affiliated
or Associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire Beneficial Ownership of securities having 15% or more of
the voting power of all outstanding voting securities of 


 A-2

the Company or (ii) ten days (unless such date is extended by the Board of
Directors of the Company) following the commencement of (or a public
announcement of an intention to make) a tender offer or exchange offer
which would result in any person or group of related persons becoming an
Acquiring Person (the earlier of such dates being called the "Rights
Distribution Date"), the Rights will be evidenced by the Common Stock
certificates.  Until the Rights Distribution Date, the Rights will be
transferred only with Common Stock certificates.  New Common Stock
certificates issued after the Rights Distribution Date upon transfer or new
issuance of the Common Stock will contain a notation incorporating the
Rights Agreement by reference.  Until the Rights Distribution Date (or
earlier redemption, exchange, or expiration of the Rights), the surrender
for transfer of any certificates for Common Stock outstanding as of the
Rights Distribution Date will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.  As soon
as practicable following the Rights Distribution Date, separate
certificates evidencing the Rights ("Rights Certificate") will be mailed to
holders of record of the Common Stock as of the close of business on the
Rights Distribution Date, and the separate Rights Certificates alone will
evidence the Rights.

      The Rights will not be exercisable until the Rights Distribution
Date.  The Rights will expire on the earliest of (i) the close of business
July 19, 2003; (ii) consummation of a merger transaction with a person or
group who acquired Common Stock pursuant to a Permitted Offer, and is
offering in the merger the same form of consideration, and not less than
the price per share, paid pursuant to the Permitted Offer; (iii) redemption
by the Company as described below; or (iv) or exchange by the Company as
described below.

      The Purchase Price payable, and the number of shares of Vencor Series
A Preferred Stock or other securities issuable, upon exercise of the Rights
will be subject to an adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock, certain convertible securities or securities having
rights, privileges and preferences the same as, or more favorable than, the
Preferred Stock at less than the current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness, cash (excluding regular quarterly cash dividends
out of earnings or retained earnings), assets (other than a dividend
payable in Preferred Stock) or of subscription rights or warrants (other
than those referred to above).

      In the event that, after the first date of public announcement by the
Company or an Acquiring Person that an 


 A-3

Acquiring Person has become such, the Company is involved in a merger or
other business combination transaction in which the Common Stock is
exchanged or changed (other than a merger with a person or group who
acquired Common Stock pursuant to a Permitted Offer and is offering in the
merger not less than the price paid pursuant to the Permitted Offer and the
same form of consideration paid in the Permitted Offer), or 50% or more of
the Company's assets or earning power are sold (in one transaction or a
series of transactions), proper provision shall be made so that each holder
of a Right (other than such Acquiring Person) shall thereafter have the
right to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the acquiring
company (or, in the event that there is more than one acquiring company,
the acquiring company receiving the greatest portion of the assets or
earning power transferred) which at the time of such transaction would have
a market value of two times the exercise price of the Right (such right
being called the "Flip-over").

      In the event that an Acquiring Person becomes such, proper provision
shall be made so that each holder of a Right will for a 60 day period
thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the exercise price of the
Right, to the extent available, and then (after all authorized and
unreserved shares of Common Stock have been issued) a common stock
equivalent (such as Preferred Stock or another equity security with at
least the same economic value as the Common Stock) having a market value of
two times the exercise price of the Right, with Common Stock to the extent
available being issued first (such right being called the "Flip-in").

      The holder of a Right will continue to have the Flip-over whether or
not such holder exercises the Flip-in.  Upon an Acquiring Person becoming
such (other than pursuant to a Permitted Offer), any rights that are issued
to or Beneficially Owned by such Acquiring Person or, under certain
circumstances, transferees thereof, shall become null and void and
thereafter may not be transferred to any person.

      With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price.  No fractions of shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading date prior to the date of exercise.

      At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 in cash per
Right (the "Redemption Price"), which redemption shall be effective upon
the action of 


 A-4

the Board of Directors of the Company in the exercise of its sole
discretion.  Additionally, the Company may, following the Stock Acquisition
Date, redeem the then outstanding Rights in whole, but not in part, at the
Redemption Price, following an event giving rise to, and the expiration of
the exercise period for, the Flip-in, provided that redemption is prior to
an event giving rise to the Flip-over, either (i) in connection with a
merger or other business combination transaction or series of transactions
involving the Company in which all holders of Common Stock are treated
alike but not involving (other than as a holder of Common Stock being
treated like all other such holders) an Acquiring Person or (ii) if and for
as long as the Acquiring Person is not thereafter the Beneficial Owner of
15% of the shares of Common Stock and, at the time of redemption, no other
persons are Acquiring Persons.  Upon the effective date of the redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

      The Board of Directors of the Company may, at its option, at any time
after any person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights for Common Shares at an exchange
ratio of one Common Share per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the
Record Date.  Notwithstanding the foregoing, the Board of Directors shall
not be empowered to effect such exchange at any time after any person
(other than the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any such subsidiary, or any entity holding
Common Shares for or pursuant to the terms of any such plan), together with
all Affiliates and Associates of such person, becomes the Beneficial Owner
of 50% or more of the Common Shares then outstanding.  Immediately upon the
action of the Board of Directors of the Company ordering the exchange of
any Rights, and without any further action and without any notice, the
right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares
equal to the number of such Rights held by such holder.

      Prior to a person becoming an Acquiring Person the Board of Directors
of the Company may amend the Rights Agreement without approval of the
holders of the Rights in order to cure any ambiguity, to correct or
supplement any provision contained in the Rights Agreement, to make any
other provisions with respect to the Rights that the Company may deem
necessary or desirable or to lower the threshold at which an Acquiring
Person becomes such to not less than the greater of (i) .001% plus the
percentage amount then Beneficially Owned by any person (other than the
Company and certain of its Affiliates) and (ii) 10%.  After the time a
person becomes an Acquiring Person, the provisions of the Rights Agreement
may only be amended by the Board of Directors to


 A-5

make changes that do not adversely affect the interests of holders of
Rights.

      The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock).  Each
share of Preferred Stock will have a preferential quarterly dividend in an
amount equal to 100 times the dividend declared on each share of Common
Stock, but in no event less than $1.00.  In the event of liquidation, the
holders of Preferred Stock will receive a preferred liquidation payment
equal to $100 per share, plus an amount equal to accrued and unpaid
dividends thereon to the date of such payment.  Each share of Preferred
Stock will have 100 votes, voting together with the shares of Common Stock. 
In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount and type of consideration received
per share of Common Stock.  The Company shall not be required to issue
fractions of a share of Preferred Stock.

      Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.  The Company shall not be required
to issue fractions of Rights.

      The Rights will have certain anti-takeover effects.  The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on the Rights being redeemed or
a substantial number of Rights being acquired.  However, the Rights should
not interfere with any tender offer or merger approved by the Company
(other than with an Acquiring Person) because the Rights (i) do not become
exercisable in the event of a Permitted Offer and expire automatically upon
the consummation of a merger in which the form of consideration is the same
as, and the price is not less than the price paid in, the Permitted Offer
and (ii) are redeemable and exchangeable in connection with an approved
merger in which all holders of the Common Stock are treated alike.

      A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as Exhibit 1 to a Registration Statement on Form 8-A
filed on July 21, 1993.  

      As of August 11, 1995, the Rights Agreement was amended (the "First
Amendment") and filed with the Securities and Exchange Commission as
Exhibit II to Form 8-A/A on August 11, 1995.  The First Amendment amended
Exhibit II of the Rights Agreement to correct and clarify any ambiguities
contained in the Summary of Rights to Purchase Series A Participating
Preferred Stock.


 A-6

      The foregoing summary of certain terms of the Rights and the Rights
Agreement, as amended, is qualified in its entirety by reference to the
Rights Agreement and First Amendment.  A copy of the Rights Agreement and
the First Amendment is available free of charge from the Company by written
request, Vencor, Incorporated, 3300 Capital Holding Center, 400 West Market
Street, Louisville, Kentucky 40202, Attention:  Corporate Secretary.  This
summary description of the Rights, the Rights Agreement and the First
Amendment does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, as amended from time to time, which
is incorporated in this summary description by reference.