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                                AMENDMENT NO. 1
                                       ON
                                    FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
                       the SECURITIES EXCHANGE ACT OF 1934

For the transition period from March 1, 1996 to December 31, 1996

Commission file number 0-19294

                              RehabCare Group, Inc.
             (Exact name of Registrant as specified in its charter)

          Delaware                                   51-0265872
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
      incorporation or organization)

          7733 Forsyth Boulevard, 17th Floor, St. Louis, Missouri 63105
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code (314) 863-7422

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share          Preferred Stock Purchase Rights

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                    Yes x No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. (x)

         The aggregate  market value of voting stock held by  non-affiliates  of
Registrant at March 12, 1997, was $88,880,985. At March 12, 1997, the Registrant
had 3,768,172 shares of Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Part III of this Annual Report on Form 10-K  incorporates  by reference
information contained in the Registrant's Proxy Statement for its annual meeting
of stockholders to be held April 30, 1997.







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                                EXPLANATORY NOTE

     The  Registrant is filing this Amendment No. 1 on form 10-K/A to include as
Exhibit 27, the Financial Data Schedule not included in the original filing.



                                     PART IV

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                FORM 8-K

      (a)   The following documents are filed as part of this report:
            (1) Financial Statements
                    None

            (2)  Financial Statement Schedules:
                    None

            (3)  Exhibits:

                  3.1   Restated Certificate of Incorporation (filed as Exhibit
                        3.1 to the Registrant's Registration Statement on Form
                        S-1, dated May 9, 1991 [Registration No. 33-40467] and
                        incorporated herein by reference)

                  3.2   Certificate of Amendment of Certificate of Incorporation
                        (filed as Exhibit 3.1 to the Registrant's Report on Form
                        10-Q for the quarter ended May 31, 1995 and incorporated
                        herein by reference)

                  3.3   Bylaws (filed as Exhibit 3.2 to the Registrant's
                        Registration Statement on Form S-1, dated May 9, 1991
                        [Registration No. 33-40467] and incorporated herein by
                        reference)

                  4.1   Rights  Agreement,  dated  September  21,  1992,  by and
                        between the Company and Boatmen's  Trust Company  (filed
                        as Exhibit 1 to the Company's  Registration Statement on
                        Form 8-A  filed  September  24,  1992  and  incorporated
                        herein by reference)

                 10.1   1987 Incentive Stock Option and 1987 Nonstatutory Stock
                        Option Plans (filed as Exhibit 10.1 to the Registrant's 
                        Registration Statement on Form S-1, dated May 9, 1991
                        [Registration No. 33-40467] and incorporated herein by
                        reference)

                 10.2   Form of Stock Option Agreement (filed as Exhibit 10.2 to
                        the Registrant's Registration Statement on Form S-1,
                        dated May 9, 1991 [Registration No. 33-40467] and
                        incorporated herein by reference)

                 10.3   Employment Agreement with James M. Usdan, dated May 1, 
                        1991 (filed as Exhibit 10.3 to Amendment No. 1 to the
                        Registrant's Registration Statement on Form S-1, dated 
                        June 19, 1991 [Registration No. 33-40467] and
                        incorporated herein by reference)

                 10.4   Employment Agreement with Alan C. Henderson, dated 
                        May 1, 1991 (filed as Exhibit 10.4 to Amendment No. 1 to
                        the Registrant's Registration Statement on Form S-1,
                        dated June 19, 1991 [Registration No. 33-40467] and 
                        incorporated herein by reference)

                 10.5   Employment Agreement with Richard C. Stoddard, dated 
                        March 1, 1996 by and between Registrant, Healthcare 
                        Staffing Solutions, Inc. d/b/a Health Tour, and Richard
                        C.Stoddard (filed as Exhibit 10.1 to the Registrant's 
                        Current Report on Form 8-K, dated March 1, 1996 and
                        incorporated herein by reference)
                    
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                 10.6   Form of Termination Compensation Agreement for James M.
                        Usdan and Alan C.Henderson (filed as Exhibit 10.6 to the
                        Registrant's Registration Statement on Form S-1,dated
                        February 18, 1993 [Registration No. 33-58490] and 
                        incorporated herein by reference)

                 10.7   Form of  Termination  Compensation  Agreement  for other
                        executive   officers  (filed  as  Exhibit  10.7  to  the
                        Registrant's  Registration  Statement on Form S-1, dated
                        February  18,  1993   [Registration  No.  33-58490]  and
                        incorporated herein by reference)

                 10.8   Supplemental Bonus Plan (filed as Exhibit 10.8 to the 
                        Registrant's Registration Statement on Form S-1, dated
                        February 18, 1993 [Registration No. 33-58490] and
                        incorporated herein by reference)

                 10.9   Settlement Memorandum with CompCare,  dated February 16,
                        1996 regarding the Tax Sharing  Agreement with CompCare,
                        dated  May  8,   1991(filed   as  Exhibit  10.9  to  the
                        Registrant's  Report on Form 10-K, dated May 3, 1996 and
                        incorporated herein by reference)

                 10.10  Settlement Agreement and Release dated December 1996 and
                        Settlement  Agreement and Mutual Release dated September
                        17,  1996  with  CompCare   regarding  the  Tax  Sharing
                        Agreement  with  CompCare  dated  May 8,  1991(filed  as
                        Exhibit  10.1 to the  Registrant's  Report  on Form 10-Q
                        dated  January  14,  1997  and  incorporated  herein  by
                        reference)

                 10.11  Deferred Profit Sharing Plan (filed as Exhibit 10.15 to 
                        the Registrant's Registration Statement on Form S-1,
                        dated February 18, 1993 [Registration No. 33-58490] and
                        incorporated herein by reference)

                 10.12  RehabCare Executive Deferred Compensation Plan (filed as
                        Exhibit 10.12 to the  Registrant's  Report on Form 10-K,
                        dated May 27, 1994 and incorporated herein by reference)

                 10.13  RehabCare   Directors'   Stock  Option  Plan  (filed  as
                        Appendix A to Registrant's  Proxy Statement for the 1994
                        Annual Meeting of Stockholders and  incorporated  herein
                        by reference)

                 10.14  RehabCare Group, Inc. 1996 Long-Term Performance Plan 
                        (filed as Appendix A to the Registrant's Proxy Statement
                        for the 1996 Annual Meeting of Stockholders and
                        incorporated herein by reference)

                 10.15  Stock Purchase Agreement, dated February 8, 1996, by and
                        between  Registrant and the  Stockholders  of Healthcare
                        Staffing Solutions, Inc. d/b/a Health Tour and joined in
                        by Healthcare Staffing Solutions, Inc. d/b/a Health Tour
                        (filed as Exhibit 2.1 to the Registrant's Current Report
                        on Form 8-K, dated March 1, 1996 and incorporated herein
                        by reference)


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                 10.16  Agreement and Plan of Merger dated February 8, 1996, by 
                        and between Registrant, Healthcare Staffing Solutions,
                        Inc. d/b/a Health Tour, HCH, Inc. and the stockholders
                        of HCH, Inc. (filed as Exhibit 2.2 to the Registrant's
                        Current Report on Form 8-K, dated March 1, 1996 and 
                        incorporated herein by reference)
                                     
                 10.17  Registration  Rights Agreement,  dated March 1, 1996, by
                        and  between  the  Registrant  and the  stockholders  of
                        Healthcare  Staffing  Solutions,  Inc. (filed as Exhibit
                        2.3 to the  Registrant's  Current  Report  on Form  8-K,
                        dated   March  1,  1996  and   incorporated   herein  by
                        reference)

                 10.18  Form  of  Subordinated  Convertible  Promissory  Note of
                        Registrant issued to stockholders of Healthcare Staffing
                        Solutions,  Inc. d/b/a Health Tour (filed as Exhibit 2.4
                        to the  Registrant's  Current  Report on Form 8-K, dated
                        March 1, 1996 and incorporated herein by reference)

                 10.19  Stock Purchase Agreement,  dated January 27, 1997 by and
                        among  Registrant  and the  stockholders  of  TeamRehab,
                        Inc., Moore  Rehabilitation  Services,  Incorporated and
                        Moore Rehabilitation Services, PC.*

                 10.20  Form of Subordinated Promissory Note of Registrant 
                        issued to the stockholders of TeamRehab, Inc., Moore 
                        Rehabilitation Services, Incorporated and Moore 
                        Rehabilitation Services, PC.*

                 11.1   Computation of Per Share Earnings*

                 13.1   Those  portions of the Annual  Report for the ten months
                        ended  December 31, 1996 of the  Registrant  included in
                        response to Items 5 and 6 of Form 10-K*

                 21.1   Subsidiaries of the Registrant*

                 24.1   Consent of KPMG Peat Marwick LLP*

                 27     Financial Data Schedule**


*   Previously filed
**  Filed herewith




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SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities  Exchange Act
of 1934,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

Dated: May 12, 1997
                                                   REHABCARE GROUP, INC.
                                                         (Registrant)


                                           By: /s/John R. Finkenkeller
                                               John R. Finkenkeller   
                                             Senior Vice President and Treasurer

 
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                                         EXHIBIT INDEX

       Exhibit                                                              Page
       Number                               Description                   Number

      3.1     Restated Certificate of Incorporation (filed as Exhibit 3.1 to the
              Registrant's Registration Statement on Form S-1, dated May 9, 1991
              [Registration No. 33-40467] and incorporated herein by reference)

      3.2     Certificate of Amendment of Certificate of  Incorporation  (filed
              as Exhibit  3.1 to the  Registrant's  Report on Form 10-Q for the
              quarter ended May 31, 1995 and incorporated herein by reference)

      3.3     Bylaws (filed as Exhibit 3.2 to the Registrant's Registration 
              Statement on Form S-1, dated May 9, 1991 [Registration No.
              33-40467] and incorporated herein by reference)

      4.1     Rights  Agreement,  dated  September 21, 1992, by and between the
              Company and Boatmen's  Trust  Company  (filed as Exhibit 1 to the
              Company's  Registration Statement on Form 8-A filed September 24,
              1992 and incorporated herein by reference)

      10.1    1987 Incentive Stock Option and 1987 Nonstatutory Stock Option 
              Plans (filed as Exhibit 10.1 to the Registrant's Registration 
              Statement on Form S-1, dated May 9, 1991[Registration No. 
              33-40467] and incorporated herein by reference)

      10.2    Form of Stock Option Agreement (filed as Exhibit 10.2 to the 
              Registrant's Registration Statement on Form S-1, dated May 9,
              1991 [Registration No. 33-40467] and incorporated herein by
              reference)

      10.3    Employment Agreement with James M. Usdan, dated May 1, 1991 
              (filed as Exhibit 10.3 to Amendment No. 1 to the Registrant's 
              Registration Statement on Form S-1, dated June 19, 1991 
              [Registration No. 33-40467] and incorporated herein by reference)

      10.4    Employment Agreement with Alan C. Henderson, dated May 1, 1991 
              (filed as Exhibit 10.4 to Amendment No. 1 to the Registrant's 
              Registration Statement on Form S-1, dated June 19, 1991 
              [Registration No. 33-40467] and incorporated herein by reference)

      10.5    Employment Agreement with Richard C. Stoddard, dated March 1, 1996
              by and between Registrant, Healthcare Staffing Solutions, Inc.
              d/b/a Health Tour, and Richard C. Stoddard (filed as Exhibit 10.1 
              to the Registrant's Current Report on Form 8-K, dated March 1,1996
              and incorporated herein by reference)

      10.6    Form of Termination Compensation Agreement for James M. Usdan and 
              Alan C. Henderson (filed as Exhibit 10.6 to the Registrant's 
              Registration Statement on Form S-1, dated February 18, 1993 
              [Registration No. 33-58490] and incorporated herein by reference)

      10.7    Form of  Termination  Compensation  Agreement for other  executive
              officers (filed as Exhibit 10.7 to the  Registrant's  Registration
              Statement on Form S-1, dated February 18, 1993  [Registration  No.
              33-58490] and incorporated herein by reference)

      10.8    Supplemental Bonus Plan (filed as Exhibit 10.8 to the Registrant's
              Registration Statement on Form S-1, dated February 18, 1993 
              [Registration No. 33-58490] and incorporated herein by reference)





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      10.9    Settlement  Memorandum  with  CompCare,  dated  February  16, 1996
              regarding the Tax Sharing  Agreement with  CompCare,  dated May 8,
              1991(filed  as  Exhibit  10.9 to the  Registrant's  Report on Form
              10-K, dated May 3, 1996 and incorporated herein by reference)

      10.10   Settlement   Agreement  and  Release   dated   December  1996  and
              Settlement  Agreement and Mutual Release dated  September 17, 1996
              with CompCare  regarding the Tax Sharing  Agreement  with CompCare
              dated May 8, 1991(filed as Exhibit 10.1 to the Registrant's Report
              on Form 10-Q dated  January  14, 1997 and  incorporated  herein by
              reference)

      10.11   Deferred Profit Sharing Plan (filed as Exhibit 10.15 to the 
              Registrant's Registration Statement on Form S-1, dated February 
              18, 1993 [Registration No. 33-58490] and incorporated herein by
              reference)

      10.12   RehabCare  Executive Deferred  Compensation Plan (filed as Exhibit
              10.12 to the Registrant's  Report on Form 10-K, dated May 27, 1994
              and incorporated herein by reference)

      10.13   RehabCare  Directors'  Stock  Option  Plan (filed as Appendix A to
              Registrant's  Proxy  Statement  for the  1994  Annual  Meeting  of
              Stockholders and incorporated herein by reference)

      10.14   RehabCare Group, Inc. 1996 Long-Term Performance Plan (filed as 
              Appendix A to the Registrant's Proxy Statement for the 1996 Annual
              Meeting of Stockholders and incorporated herein by reference)

      10.15   Stock Purchase  Agreement,  dated February 8, 1996, by and between
              Registrant and the Stockholders of Healthcare  Staffing Solutions,
              Inc.  d/b/a  Health  Tour and  joined  in by  Healthcare  Staffing
              Solutions,  Inc.  d/b/a  Health  Tour (filed as Exhibit 2.1 to the
              Registrant's  Current  Report on Form 8-K, dated March 1, 1996 and
              incorporated herein by reference)

      10.16   Agreement and Plan of Merger dated February 8, 1996, by and 
              between Registrant, Healthcare Staffing Solutions, Inc. d/b/a 
              Health Tour, HCH, Inc. and the stockholders of HCH, Inc. (filed as
              Exhibit 2.2 to the Registrant's Current Report on Form 8-K, dated
              March 1, 1996 and incorporated herein by reference)

      10.17   Registration Rights Agreement, dated March 1, 1996, by and between
              the  Registrant  and  the  stockholders  of  Healthcare   Staffing
              Solutions,  Inc. (filed as Exhibit 2.3 to the Registrant's Current
              Report on Form 8-K, dated March 1, 1996 and incorporated herein by
              reference)

      10.18   Form of  Subordinated  Convertible  Promissory  Note of Registrant
              issued to  stockholders  of Healthcare  Staffing  Solutions,  Inc.
              d/b/a  Health  Tour  (filed  as  Exhibit  2.4 to the  Registrant's
              Current Report on Form 8-K,  dated March 1, 1996 and  incorporated
              herein by reference)

      10.19   Stock  Purchase  Agreement,  dated  January  27, 1997 by and among
              Registrant  and  the   stockholders  of  TeamRehab,   Inc.,  Moore
              Rehabilitation  Services,  Incorporated  and Moore  Rehabilitation
              Services, PC.*                                            Page 39

      10.20   Form of Subordinated Promissory Note of Registrant issued to the 
              stockholders of Team Rehab, Inc., Moore Rehabilitation Services,
              Incorporated and Moore Rehabilitation Services, PC.*      Page 87

      11.1    Computation of Per Share Earnings*                        Page 92 


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      13.1    Those  portions  of the Annual  Report  for the ten  months  ended
              December 31, 1996 of the Registrant  included in response to Items
              5 and 6 of Form 10-K*                                     Page 93


      21.1    Subsidiaries of the Registrant*                           Page 97

      24.1    Consent of KPMG Peat Marwick LLP*                         Page 98 

      27      Financial Data Schedule**



*   Previously filed
**  Filed herewith


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