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): May 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 May 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: May 11, 2009

REHABCARE GROUP, INC.

By: /s/	Jay W. Shreiner
	Jay W. Shreiner
	Executive Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

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

EX-99

Investor Presentation

First Quarter 2009

Exhibit 99

1

n$468 mm - 61% of revenue

n1,063 skilled nursing facility (SNF)
programs in 37 states

n7.7 million annual patient visits

nPolaris Group - consulting for

        long-term care facilities

nVTA Management Services - therapy
and nurse staffing for New York

Skilled Nursing Rehabilitation Services (SRS) Div.

Hospital Rehabilitation Services (HRS) Division

n$169 mm - 22% of revenue

n158 hospital-based programs

n32 states

n46,400 inpatient rehabilitation facility
(IRF) and skilled nursing unit
discharges/year

n1 million annual outpatient visits

Hospital Division (HD)

Healthcare Management Consulting

n$8.7 mm - 1% of revenue

nPhase 2 Consulting - - consultingfor
hospitals and health systems

$764 mm consolidated revenues for 12 months ending 3/31/09

1 Not included in consolidated revenues

2 These statistics include the minority-owned rehab hospital

RehabCare at a glance
Operating divisions

2

nRehabCare delivers services across the post-acute continuum of care, providing the most appropriate
discharge destination for acute patients in need of restorative care

nLess capital intensive/more flexible business model built around partnering with hospitals, SNFs and health
systems through management contracts and joint ventures (where RehabCare has majority interest)

SNF/IRF/LTACH

No post
acute care

Hospice/Home Health

Source: MedPAC, equity research estimates

1 Of the $21bn SNF market size, $6bn is the market potential for SRS

Patient Discharge Destination

Overview of post-acute settings

65%

13%

Acute care hospital

RehabCare at a glance
The back door to acute care providers

3

nManages rehab programs for SNFs

nEach Medicare certified SNF is required to provide physical, speech and occupational therapy, but many lack the

          management know-how and/or scale to effectively manage a program

nRehabCare provides a compelling value proposition to our SNF partners

nAccess to advanced technology platform that provides for more efficient utilization of therapists and management

          resources, improved patient outcomes and increased SNF reimbursement

nBroader array of services

nBetter access to scarce therapist labor pool

nMarket size¹

n15,800 Medicare certified skilled nursing facilities

Source: Information available from public filings or from company websites

¹Source: MedPAC and Congressional Budget Office

Competitive Landscape — # of facilities served

Self-

operated

11,000+

1,063

935

700

661

425

400

300

189

Skilled Nursing Rehabilitation Services
Division overview

4

nStrong track record of profitable growth

nOperating earnings decline due to Symphony acquisition in 2006

nMargin recovery with completion of Symphony integration in 2007

YOY growth: 30.9% 35.5%49.9%  24.4% 5.6%0.9%    9.5%

Same store:9.9% 8.4% 1.0%¹   7.1%¹  12.4%12.6%   11.5%

Revenue ($mm)

Note: Includes Symphony acquisition as of July 1, 2006

¹Same store analysis does not include Symphony

% Margin: 6.0% 5.5%(0.3%)1.7%5.6% 3.7% 8.5%

Operating Earnings ($mm)

Skilled Nursing Rehabilitation Services
Performance

5

nManages hospital-based IRFs and outpatient therapy programs on a contract basis, providing

    our partners with:

nImproved clinical outcomes

nAbility to attract ~30% admissions from external sources

nBroader clinical programming (brain, stroke, spinal dysfunction)

nBetter access to scarce therapist labor pool

nBetter compliance (60% rule, RAC, 3-hour rule)

—Enhanced denial management

Source: Information available from public filings or from company websites

Competitive Landscape

Hospital Rehabilitation Services
Division overview

6

nRehabCare offers acute care providers opportunity to
expand post-acute services and deliver a more
coordinated continuum of care for their patient population

nCollaborative agreement with West Penn Allegheny Health
System (WPAHS) in October 2008 is an example of this
model

nBenefits for WPAHS:

nEnhanced clinical services for ever-growing post-acute
population

nImproved market share / decreased outmigration

nImproved patient outcomes / creation of “centers of excellence”

nSeamless integration of post-acute services and patient care
coordination through CareNexus

WPAHS agreement
A continuum of care model

7

nRevenue and operating earnings declined due to implementation of the 75% Rule in 2004

nClear runway to growth given freeze of 75% Rule at 60% starting January 2008

nRevenue and operating earnings rebounded during the second half of 2008 with further growth expected in 2009

YOY growth: 2.6%   (0.5%) (5.3%)  (8.7%) 0.9%  (7.1%)  7.2%

IRFs:  113  120 115  107 113107  113

Revenue ($mm)

¹includes $1.2 mm pretax charge from a bad debt write-down related to an outpatient
transaction

Operating Earnings ($mm)

% Margin: 17.3%   11.9%  13.2%  14.0% 13.3%      11.5%  14.6%

1

Hospital Rehabilitation Services
Performance

8

nMarket Size:

n215+ IRFs

Freestanding IRFs

LTACHs

Competitive Landscape

nMarket Size:

n460+ LTACHs

Source: Information available from public filings or from company websites

¹ Includes minority-owned hospital

Centerre

Hospital Division
Market overview

9

n11 existing hospitals, 2 in development, 2 expansions; one scheduled opening in Q309

nStrategy of partnering with real estate investors/joint venture partners to build hospitals in a capital-
efficient, high ROI fashion

Wholly Owned

Joint Venture

Growing portfolio of post-acute hospitals

10

Revenue ($mm) and discharges

1Includes a $1.5 mm pretax charge related to the cancellation of a planned
acquisition and development project

¹

Hospital Division
Performance

11

Net Earnings ($mm)

Revenue ($mm)

EPS:        $0.42 $0.731$1.052                $0.25  $0.48

¹includes a $0.17 per diluted share impairment charge on an intangible asset

²includes $0.09 per diluted share in charges related to a bad debt write-down of an
outpatient transaction and cancellation of a planned acquisition and development project

Consolidated financial summary

12

nCash position increased by $10.8 mm in Q109 to provide greater liquidity during credit crisis (net debt
fell from $30 mm at FYE 2008 to $19 mm at 3/31/09)

nDays sales outstanding improved from 66 days at FYE 2008 to 64 days at 3/31/09

Cash and Cash Equivalents

Total Assets

Total Debt

Stockholders’ Equity

Percent of Debt to Total Capital

Percent of Net Debt (debt less cash) to Total
Capital

($mm)

$27.4

438.4

57.0

267.8

18%

9%

$38.2

452.5

57.0

277.4

17%

6%

12/31/08

3/31/09

nContinued strong operating cash flow expected in 2009 with DSO of approximately 66 days

nCapital expenditures anticipated to be approximately $11 million for the remainder of 2009,

    primarily related to information systems investments

2009 Outlook:

Consolidated balance sheet

13

LTACHs

IRFs

SNFs

nThe Extension Act contained LTACH
-specific provisions through
December 31, 2010, including
stoppage of both the 25% rule and a
short-stay outlier payment provision.
It also instituted a moratorium on
development of new LTACHs.

nFor FY2009, CMS implemented a
2.7% increase in rates

nLTACH proposed rule for FY2010
provides a net 0.6% increase

nPrior legislation requires CMS to
report by July 2009 the results of an
LTACH study related to admission
criteria

nThe SCHIP Extension Act of 2007
eliminated a market basket update
through FY2009

nIRF proposed rule provides for a
2.4% payment rate update for
FY2010

nPrior legislation requires CMS to
report by July 2009 the results of an
IRF study related to patient access

nCMS issued a 3.4% industry rate
increase for FY2009, which became
effective on October 1, 2008

nSNF proposed rule for FY2010
Medicare reimbursement calls for a
net 1.2% decrease

nPart B therapy cap exceptions
process and physician fee schedule
increase are set to expire December
31, 2009

Current reimbursement environment

14

Summary

nUnder a bundled payment model, a single provider would receive a bundled payment
intended to cover the full cost of care, from hospitalization to 30 days post-discharge

nThe Senate’s Policy Option paper, issued on April 29, 2009, highlights post-acute
care with discussions on both hospital readmissions and bundling of payments

nThe paper calls for initial implementation of a readmission policy in FY2010 and a
bundled payment system to be phased in beginning FY2015

nProvides CMS the option to directly pay qualified post-acute providers, as long as the
acute care hospital is involved

nWe believe a bundled payment system will produce a more cost-efficient delivery system
with better patient outcomes

nAlso eliminates the need for arbitrary regulations such as the 60% Rule, 25-day LTACH
length-of-stay requirement and the 3-day hospital admission requirement for SNFs

nOur bundled payment position paper and rule elimination summary are available for
viewing at www.rehabcare.com

nPrompts acute care hospitals to have a post-acute care strategy, which creates
opportunity for new RHB hospital contracts and joint venture partnerships

Potential Impact

Bundled payment proposal
Impact on post-acute care

15

§Strong consolidated revenue and net earnings growth for the full year, with quarterly operating
earnings impacted less by hospital start-up/ramp-up losses than in 2008

§In the Skilled Nursing Rehabilitation Services division, 6.5% - 7.5% operating earnings margins for
the remainder of 2009, driven by 6% - 8% year-over-year same store revenue growth; flat to
modest unit growth

§For the Hospital Rehabilitation Services division,14% - 16% operating earnings margin, 3% - 5%
year-over-year growth in IRF same store discharges and a stable to modest net increase in units,
with most unit growth occurring in the second half of the year

§In the Hospital division, total year operating losses of $8.4 - $9.4 million, a reduction of $4.5 - $5.5
million compared to fiscal year 2008.Revenue of $145 - $155 million for the full year, driven by
strong growth in mature and de novo hospitals and assuming implementation of the proposed
FY2010 market basket increase for IRFs and a minimal increase for LTACHs.Breakeven
operating earnings in the first half of 2010.

2009 Outlook

16

The Post-Acute Continuum

Hospital Division

IT Roadmap

Therapist Solutions

Long-term strategic plan

17

Why RehabCare?

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

nIncreasing market demand

nExpenditures for post-acute services:

nGrew $20.4 billion from 2000-2007

nProjected to increase 150% by 2016

nRepresents 15% of Medicare fee-for-service spending

nFirst wave of baby boomers enter Medicare in 2011

nPost-acute continuum capabilities

nOffers flexible solutions to clients and partners

nGives us the ability to withstand market
pressures in any one segment

nPositions us to capitalize on proposed bundled
or episodic payment system

18

Why RehabCare?

üPPS

ü60% Rule

2 Total debt less cash

üPart B Therapy Caps

üLTACH 25% rule

2006-08

10.2%

21.3%

nEnhances competitive advantage in economic
downturns

nGreater flexibility with potential partners
searching for capital resources

nAllows continued evaluation of growth
opportunities

Note: Includes Symphony acquisition as of July 1, 2006

¹ Includes $2.7mm in charges related to a bad debt write-down of an outpatient transaction and
cancellation of a planned acquisition and development project in FY2008

	FY2006	FY2007	FY2008	Q12009
DSO	78	72	66	64
CFFO	$19	$52	$49	$9
Net Debt2	$111	$64	$30	$19

19

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 its 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 factors that may affect its 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