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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                       on
                                   FORM 10-K/A

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

For the fiscal year ended December 31, 2001

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(b)    Name of exchange on which
of the Act:                                        registered:
Common Stock, par value $.01 per share             New York Stock Exchange
Preferred Stock Purchase Rights                    New York Stock Exchange

     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. ( )

     The  aggregate  market  value of voting  stock  held by  non-affiliates  of
Registrant at March 8, 2002 was  $415,043,191.  At March 8, 2002, the Registrant
had 17,359,341 shares of Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part II of this  Annual  Report  on Form  10-K  incorporates  by  reference
information  contained in the Registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 2001.

     Part III of this  Annual  Report on Form  10-K  incorporates  by  reference
information  contained in the  Registrant's  definitive  Proxy Statement for its
Annual Meeting of Stockholders to be held on May 1, 2002.


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<PAGE>
                                EXPLANATORY NOTE


     This Amendment No. 1 on Form 10-K/A amends the  Registrant's  Annual Report
on Form 10-K for the year ended December 31, 2001, and is being filed solely for
the purpose of including Exhibit 13.1.



                                   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 10, 2002
                                                REHABCARE GROUP, INC.
                                                  (Registrant)


                                                By:/s/GREGORY J. EISENHAUER
                                                --------------------------------
                                                Gregory J. Eisenhauer
                                                Senior Vice President and
                                                Chief Financial Officer



                                                By:/s/ JAMES M. DOUTHITT
                                                --------------------------------
                                                James M. Douthitt
                                                Senior Vice President and
                                                Chief Accounting Officer


<PAGE>

                                  EXHIBIT INDEX


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 Quarterly 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 Registrant
     and  Boatmen's  Trust  Company  (filed  as  Exhibit  1 to the  Registrant'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 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) *

10.4 Form of Termination  Compensation Agreement for 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) *

10.5 Form of Termination Compensation Agreement for other executive officers **

10.6 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) *

10.7 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) *

10.8 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) *


<PAGE>

                             EXHIBIT INDEX (CONT'D)


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

10.10Amended and Restated 1996 Long-Term  Performance  Plan (filed as Appendix A
     to Registrant's  definitive  Proxy Statement for the 1999 Annual Meeting of
     Stockholders and incorporated herein by reference) *

10.11RehabCare  Group,  Inc.  1999  Non-Employee  Director  Stock Plan (filed as
     Appendix B to Registrant's  definitive  Proxy Statement for the 1999 Annual
     Meeting of Stockholders and incorporated herein by reference) *

10.12Credit  Agreement,  dated as of August  29,  2000,  by and among  RehabCare
     Group,  Inc.,  as borrower,  certain  subsidiaries  and  affiliates  of the
     borrower, as guarantors,  and First National Bank, Firstar Bank, N.A., Bank
     of  America,  N.A.,  First  Union  Securities,  Inc.,  and Banc of  America
     Securities,  LLC (filed as Exhibit 10.1 to Registrant's Quarterly Report on
     Form 10-Q for the quarter ended September 30, 2000 and incorporated  herein
     by reference)

10.13Pledge  Agreement,  dated as of August  29,  2000,  by and among  RehabCare
     Group, Inc. and Subsidiaries,  as pledgors,  and Bank of America,  N.A., as
     collateral  agent,  for the  holders of the Secured  Obligations  (filed as
     Exhibit 10.1 to Registrant's  Quarterly Report on Form 10-Q for the quarter
     ended September 30, 2000 and incorporated herein by reference)

10.14Security  Agreement,  dated as of August 29, 2000,  by and among  RehabCare
     Group, Inc. and Subsidiaries,  as grantors,  and Bank of America,  N.A., as
     collateral  agent,  for the  holders of the Secured  Obligations  (filed as
     Exhibit 10.1 to Registrant's  Quarterly Report on Form 10-Q for the quarter
     ended September 30, 2000 and incorporated herein by reference)

13.1 Those portions of the  Registrant's  Annual Report to Stockholders  for the
     year ended  December 31, 2001 included in response to Items 5 and 6 of this
     Annual Report on Form 10-K

21.1 Subsidiaries of the Registrant **

23.1 Consent of KPMG LLP**

_________________________
*    Management contract or compensatory plan or arrangement.
**  Previously filed.

<PAGE>
                                  Exhibit 13.1
<TABLE>
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SIX-YEAR FINANCIAL SUMMARY
Dollars in thousands, except per share data
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<S>                                    <C>       <C>       <C>       <C>      <C>     <C>
(Year ended December 31, unless noted)     2001    2000     1999      1998     1997    1996(1)
------------------------------------------------------------------------------------------------
Consolidated statement of earnings data:
 Operating revenues                    $542,265  $452,374  $309,425  $207,416 $160,780 $119,856
 Operating earnings (2)                  36,967    44,189    29,922    23,331   18,980   12,717
 Net earnings (2)(3)                     21,035    23,534    15,098    12,198   10,615    6,992
 Net earnings per share (EPS):(2)(3)(4)
      Basic                               $1.25     $1.62     $1.15    $  .99    $ .88    $ .50
      Diluted                             $1.16     $1.45     $1.03    $  .86    $ .73    $ .47
 Weighted average shares outstanding (000s):(4)
      Basic                              16,775    14,563    13,144    12,368   11,998   13,914
      Diluted                            18,077    16,268    14,814    14,490   14,750   15,423
------------------------------------------------------------------------------------------------
Consolidated balance sheet data:
 Working capital                        $77,524   $64,186   $27,069   $20,606  $12,793   $9,254
 Total assets                           250,661   229,093   187,264   156,870   97,241   80,802
 Total liabilities                       51,625   111,133   109,481    96,714   57,481   31,132
 Stockholders' equity                   199,036   117,960    77,783    60,156   39,760   49,670
------------------------------------------------------------------------------------------------
Financial statistics:
 Operating margin (5)                      8.5%     9.8%       9.7%     11.3%    11.8%    10.6%
 Net margin (5) (6)                        4.9%     5.2%       5.1%      5.8%     6.1%     5.8%
 Current ratio                            2.7:1    2.6:1      1.6:1     1.5:1    1.6:1    1.6:1
 Diluted EPS growth rate (5) (6)           2.1%    34.3%      27.1%     25.9%    45.2%    14.8%
 Return on equity (5) (6) (7)             16.9%    24.0%      22.8%     24.1%    21.8%    16.1%
------------------------------------------------------------------------------------------------
Operating statistics:
 Healthcare staffing:
   Average number of branch offices (8)   108.3      88.6     54.9       16.1      N/A      N/A
   Number of weeks worked (9)           233,898   223,951  131,110     52,265   29,652   21,908
 Therapy Program management:
 Inpatient units (acute rehabilitation and skilled nursing):
    Average number of programs            137.2     135.8    131.8      128.2    110.3     91.3
    Average admissions per program          394       373      369        354      321      294
    Average length of stay (billable)      13.7      14.2     14.3       14.5     15.0     15.9
    Patient days (billable)             740,938   716,993  697,769    656,363  532,195  426,995
 Outpatient programs:
    Average number of locations            61.5      53.1     40.0       26.1     17.9     19.6
    Patient visits                    1,439,169 1,173,324  785,943    378,108  231,256  223,904
 Contract therapy:
    Average number of locations (10)      249.8     156.0     90.8       49.5     35.6      N/A
------------------------------------------------------------------------------------------------
</TABLE>

(1)  For comparability  purposes,  reflects the twelve months ended December 31,
     1996.
(2)  The results for 2001 include $9.0 million in non-recurring  charges related
     to our supplemental staffing division.
(3)  The results for 2001 include a pre-tax loss of $0.5 million  ($0.3  million
     after tax or $0.02 per share) on write-down of an  investment.  The results
     for 1999 include a pre-tax loss of $1.0 million  ($0.6 million after tax or
     $0.05 per share) on  write-down  of  investments.  The results for 1998 and
     1997 include pre-tax gains of $1.5 million ($0.9 million after tax or $0.06
     per share) and $1.4 million  ($0.9  million  after tax or $0.06 per share),
     respectively, from sales of marketable securities. In addition, the results
     for 1998 include a $0.8 million ($0.05 per share)  after-tax charge for the
     cumulative effect of change in accounting for start-up costs.
(4)  Share data  adjusted  for 3-for-2  stock split in October  1997 and 2-for-1
     stock split in June 2000.
(5)  Excludes non-recurring charges described in (2) above.
(6)  Excludes   write-down  of  investments,   gains  from  sale  of  marketable
     securities  and charge for the  cumulative  effect of change in  accounting
     principle described in (3) above.
(7)  Average of beginning and ending equity.
(8)  We entered the supplemental  staffing business in August 1998 following the
     acquisition of StarMed Staffing, Inc.
(9)  Includes both supplemental and travel weeks worked.
(10) We entered the  contract  therapy  business in January 1997  following  the
     acquisition of Moore Rehabilitation Services, Inc. and TeamRehab, Inc.
<PAGE>
<TABLE>

STOCK DATA

The Company's  common stock is listed and traded on the New York Stock  Exchange
under the symbol "RHB".  The stock prices below are the high and low sale prices
per share of our common stock, as reported on the New York Stock  Exchange,  for
the periods indicated.

<S>            <C>    <C>    <C>    <C>

Calendar Quarter  1st    2nd    3rd   4th
----------------------------------------------
2001 High      $46.50 $48.20 $50.71 $46.04
     Low        32.38  33.65  36.50  22.25
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2000 High      $13.97 $28.63 $43.38 $51.38
     Low        10.50  11.38  26.38  32.44
----------------------------------------------
</TABLE>

The  Company  has not paid  dividends  on its common  stock  during the two most
recently  completed  fiscal years and has not declared any dividends  during the
current fiscal year.  The Company does not  anticipate  paying cash dividends in
the foreseeable  future.

The number of holders of the Company's common stock as of February 19, 2002, was
approximately 10,000 including 588 shareholders of record and an estimated 9,400
persons or entities holding common stock in nominee name.

Shareholders may receive earnings news releases,  which provide timely financial
information,  by notifying our investor relations  department or by visiting our
website.     http://www.rehabcare.com