8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 12, 2009

REHABCARE GROUP, INC.

(Exact name of Company as specified in its charter)

Delaware	0-19294	51-0265872
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

7733 Forsyth Boulevard
Suite 2300
St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(314) 863-7422

(Company's telephone number, including area code)

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Beginning on January 12, 2009, RehabCare executives will make presentations at investor conferences to analysts and in other forums using the slides as included in this Form 8-K as Exhibit 99.  Presentations will be made using these slides, or modifications thereof, in connection with other presentations in the foreseeable future.

Information contained in this presentation is an overview and intended to be considered in the context of RehabCare's SEC filings and all other publicly disclosed information.  We undertake no duty or obligation to update or revise this information. However, we may update the presentation periodically in a Form 8-K filing.

Forward-looking statements have been provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company’s current expectations and could be affected by numerous factors, risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.  Do not rely on forward looking statements as the Company cannot predict or control many of the factors that ultimately may affect the Company’s ability to achieve the results estimated.  The Company makes no promise to update any forward looking statements whether as a result of changes in underlying factors, new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits - See exhibit index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 12, 2009

REHABCARE GROUP, INC.

                                                                                    By: /s/ Jay W. Shreiner                                   

                                                                                  Name: Jay W. Shreiner

                                                                                  Title: Executive Vice President and

                                                                                  Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99 Investor Relations Presentation in use beginning January 12, 2009.

EX-99

Exhibit 99

Investor Presentation

Third Quarter 2008

1

$721 million consolidated
revenues(1)

Hospital Rehabilitation Services Division

$161 million revenue - 22% of revenue (1)

•156 hospital-based programs

•31 states

•44,500 inpatient and skilled nursing unit discharges/year (1)

•950,000 annual outpatient visits (1)

$106 million revenue -15% of revenue (1)

Hospital Division

•5 LTACHs, 5 rehabilitation hospitals (6th rehabilitation hospital opened in November 2008)

•1 rehabilitation hospital minority owned (2)

•7 states (3)

•483 beds (3)

•6,500 annual patient discharges (1)(3)

Other Healthcare Services Division

$38 million revenue -5% of revenue (1)

•Phase 2 Consulting - - consulting and care management for hospitals and health systems

•Polaris Group - consulting for long-term care facilities

•VTA Management Services - therapy and nurse staffing for New York

(1)For twelve months ended 9/30/08

(2)Not included in consolidated revenues

(3)These statistics include the minority-
owned rehab hospital

$416 million revenue - 58% of revenue (1)

Contract Therapy Division

•1,075 skilled nursing facility programs

•40 states

•7.5 million annual patient visits (1)

Service Lines

2

The Contract Therapy division managesskilled nursing facility (SNF) rehab programs that are designed to
provide therapy intervention to both short-stay patients and long-term residents with a wide range of
conditions, including neurological, orthopedic and other conditions common to the geriatric patient.

Competitive Landscape (2)

Company

•Self-Operation

•RehabCare

•Aegis Therapies

•Genesis

•Kindred - Peoplefirst

•Sundance

•Select Medical

•EnduraCare

•Skilled Healthcare

Owned

>12,000

0

N/A

~200

228

108

0

0

75

(1)Source: MedPAC and Congressional Budget Office

(2)Source: Information available from public filings or from company websites

Managed

0

1,075

N/A

~500

345

317

~400

~300

114

Total

>11,000

1,075

>1,000

~700

573

425

~400

~300

189

Contract Therapy (CT)
Market Overview

Market Size (1)

15,800 Medicare certified skilled nursing facilities

3

Contract Therapy
Performance

Dollars in millions	Q3 08	Q2 08	Q1 08	Q4 07
Operating Revenues	$105.6	$106.3	$104.3	$99.4
Operating Earnings	$6.6	$5.6	$3.8	$4.0
Number of Locations End of Period	1,075	1,053	1,038	1,064

Outlook

•Raising operating earnings margin target to a range of 5.5% to 6.5% for the fourth
quarter

•Number of locations remained stable in the fourth quarter

•Overall strong operating performance

●        Operating earnings margin improved from 3.2% in Q3 07 to 6.2% in Q3 08, which
exceeded guidance range of 4.5% to 5.5%

●        Same store revenue increased $10.0 million or 11.8% in Q3 08 compared to year
ago period

●        Net gain in operating units for two consecutive quarters

4

Acute care hospital-based inpatient rehabilitation facilities(IRFs) in RehabCare’s Hospital Rehabilitation
Services (HRS) division are for patients who require early, intensive therapies (at least 3 hours/day 5
days/week) for recovery from stroke, brain injury, neurological disorders, amputation and other disabling injuries
and illnesses.Outpatient therapy programs provide proactive, exercise-oriented therapy with hands-on
treatment for individuals of all ages.

Competitive Landscape (Acute care hospital-based IRFs)

•Self-Operation

•RehabCare (110)

•Horizon Health (Physical Rehab Services) (>20)

•HealthSouth (11)

•Milestone(1)

•TherEx (formerly National Rehab Partners)(1)

(1) Private company or a subsidiary of a public company; number of locations is not available

Source: Information available from public filings or from company websites

Hospital Rehabilitation Services (HRS)
Market Overview

Market Size

5,000 acute care hospitals (approximately 1,000 hospital-based IRFs)

5

Hospital Rehab Services
Performance

Dollars in millions	Q3 08	Q2 08	Q1 08	Q4 07
Operating Revenues	$41.6	$40.2	$40.2	$38.8
Operating Earnings	$6.2	$5.3	$4.6	$6.0
Number of Locations End of Period	156	154	153	154
IRF Discharges	10,569	10,309	10,276	10,190

Outlook

•Raised operating earnings margin target to range of 13% to 16% for the fourth quarter

•IRF locations increased from 110 in Q3 to 113 in Q4

•3% - 5% growth in same store discharges YOY in the fourth quarter

•Operating earnings margin reached 15.0% in Q3 08, which was the upper end of guidance
range of 12% - 15%

•Unit and revenue growth are returning to HRS following legislatively enacted freeze of CMS 13
Rule at 60% in December 2007

●       Same store IRF discharges increase by 3.7% in Q3 08 compared to year ago same period

●       Unit count in Q3 08 increased for the second consecutive quarter

●       Five signed but unopened IRF contracts with three scheduled to open in Q4 08

6

Inpatient rehabilitation facilities (IRFs) are equipped to treat patients with a wide range of debilitating
injuries and illnesses, offering inpatient and outpatient services in a home-like environment.Long-term acute
carehospitals(LTACHs)are specialty care hospitals designed for extended stay patients with complex and
chronic conditions.

Hospital DivisionDescriptionand Locations

Arlington, TX

St. Louis, MO (opened
November 2008)

N. Kansas City, MO

Tulsa, OK

Miami, FL

Houston, TX

New Orleans, LA

Amarillo, TX

Austin, TX

Rome, GA

Lafayette, LA

Peoria, IL

Current locations

Future locations

Providence, RI
LTACH CON

7

Hospital DivisionDevelopment Timeline

•11 existing hospitals (St. Luke’s Rehabilitation Hospital opened
November 2008), 2 in development, 2 expansions

•Two development projects (Kokomo, IN and Reading, PA LTACHs)
exited in third quarter and one planned acquisition (Providence, RI
IRF) canceled in the fourth quarter

•Continuing to evaluate opportunities to accelerate growth of this
division, including acquisitions

8

Market Size:

240+ IRFs

Competitive Landscape

•Select Medical (88)

•Kindred (83)

•Regency Hospital (23)

•Triumph Healthcare (20)

•LifeCare (20)

•Vibra Healthcare (12)

•Cornerstone Healthcare (9)

•Ernest Health (8)

•HealthSouth (6)

•RehabCare (5)

Market Size:

460+ LTACHs

Freestanding IRFs

LTACHs

(1) Includes St. Luke’s Rehabilitation Hospital (opened in November 2008) and minority-
owned hospital

Source: Information available from public filings or from company websites

Hospital DivisionMarket Overview

Competitive Landscape

•HealthSouth (93)

•RehabCare (7)(1)

•Ernest Health (6)

•Select Medical (4)

•Vibra Healthcare (4)

•Centerre (4)

9

Hospital Division

Performance

Dollars in millions	Q3 08	Q2 08	Q1 08	Q4 07
Operating Revenues	$27.5	$27.2	$27.5	$23.8
Operating Earnings(loss)	$(5.5)	$(3.5)	$(0.1)	$(0.7)
Number of IRFs End of Period	5	5	5	5
IRF Patient Discharges	994	1,045	1,076	962
60% Compliance Level (Avg)	59.4%	58.5%	59.7%	63.6%
Number of LTACHs End of Period	5	5	3	3
LTACH Patient Discharges	498	422	416	407

Outlook

•Expect operating loss of $3.7 to $4.7 million, which includes start-up and ramp-up losses
associated with Northland LTAC and St. Luke’s Rehabilitation Hospitals, in the fourth
quarter

•Operating losses have been the result of:

●       Uneven operating performance among mature hospitals

●       Start-up/ramp-up losses from new hospitals (aggregate $5.0 million over the past 4 quarters)

●       Higher SG&A related to infrastructure investments to support growing portfolio of hospitals

10

(dollars in millions except per share)	3Q 08	2Q 08	1Q 08	4Q 07
Operating Revenues	$182.6	$183.9	$182.4	$171.8
Operating Earnings	$7.0	$7.7(1)	$8.6	$9.1
Net Earnings	$4.0	$4.5(1)	$4.5	$5.1
Diluted Earnings Per Share	$0.22	$0.25(1)	$0.25	$0.29

(1)Includes a favorable pretax net settlement on a non-compete agreement of $0.6 million, or $0.4 million after
tax and $0.02 per diluted share.

•Improved operating earnings performance in CT and HRS divisions has
been masked by operating losses in the Hospital division

Consolidated Financial Summary

11

(Dollars in thousands)

Cash and Cash Equivalents

Total Assets

Total Debt

Stockholders’ Equity

Percent of Debt to Total Capital

6/30/08

9/30/08

$14,345

426,704

71,000

$255,903

22%

$12,405

415,953

52,000

$261,371

17%

•Cash flow from operations totaled $32.0 million for nine months ended
September 30, 2008.Debt was reduced by $19.0 million in the third
quarter.

Consolidated Balance Sheet

12

Part B Therapy Caps & Fee Schedule:On July 15, 2008, Congress passed the MedicareImprovements for Patients and Providers Act of 2008.This law reinstated the therapy cap exceptions
process for Part B patients through December 31, 2009.We continue to press our trade groups toward
finalizing an alternative to the therapy cap exception process.

The July Medicare act also provided for an additional 1.1% rate increase in 2009.

Payments:The final rule for SNFs that went into effect October 1, delays implementation of a
recalibration of RUG (Resource Utilization Group) categories and includes a market basket increase of
3.4% for FY09.

MedPAC is recommending a 0% rate increase for SNFs and IRFs in FY10, but a net 1.6% increase for
LTACHs.

MMSEA:The Medicare, Medicaid and SCHIP Extension Act (MMSEA) of 2007 contained LTACH-
specific provisions through December 31, 2010, including:

•Prohibiting application of the 25% Rule to freestanding and grandfathered LTACHs

•Freezing the referral threshold from co-located hospitals to 50% for HIH (hospital-in-hospital) LTACHs
and 75% for rural and MSA-dominated HIH LTACHs

•Preventing application of a short-stay outlier payment provision

•Instituting a moratorium on development of new LTACHs

Legislative and Regulatory
Environment

13

•Continue to implement action plan for turning around Hospital
division, which includes strengthening field management, centralizing
business functions, trimming overhead and ramping up market
development efforts

•Maintain targeted margins in operating divisions

•Grow operating revenues and earnings both organically and through
acquisitions

•Continue to address therapist supply issue through academic
partnerships, campus relations/recruiting and innovative initiatives
like the Allied Health Research Institute.(Campus Relations
program has resulted in 1,285 new grad hires since 2005, growing
from 83 in ’05 to 525 in ’08.)

Primary Objectives

14

Investment ConsiderationsWhy RehabCare?

Increasing market demand

Unique continuum of care model

Demonstrated ability to grow revenue
organically and through acquisitions

Proven ability to adapt to market

and regulatory changes

Expenditures for post-acute services:

üGrew $20.4 billion from 2000-2007

üProjected increase of 150% by 2016

üRepresents 15% of Medicare fee-for-service
spending

One of the longest tenured post-acute providers (established in 1982)

Revenues1

1 excludes StarMed

15

Forward-looking statements have been provided pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based on the Company’s current expectations and could be
affected by numerous factors, risks and uncertainties discussed in the Company’s filings with the Securities and
Exchange Commission, including the Company’s most recent annual report on Form 10-K, subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K.Do not rely on forward looking statements as the
Company cannot predict or control many of the factors that ultimately may affect the Company’s ability to
achieve the results estimated.The Company makes no promise to update any forward looking statements
whether as a result of changes in underlying factors, new information, future events or otherwise.

Safe Harbor